TERMS AND CONDITIONS

1. Acceptance. No acknowledgment or other document written or executed by Seller or forwarded by Seller to Purchaser after the date of this purchase order containing terms or conditions other than those specified herein shall be binding on Purchaser, unless any such instrument shall be signed by the person who signed this purchase order on behalf of Purchaser and such instrument shall have been delivered to Seller. In the absence of the execution and delivery of any such instrument by Purchaser, as aforesaid, all deliveries of goods and/or the rendering of services by Seller to Purchaser shall be delivered, rendered, and accepted upon price, terms, conditions, and shall be delivered. rendered and accepted, solely upon price, terms, conditions, and shall conform to specifications, set forth in this instrument.
2. Price, Quality, Quantity, Deliveries and Risk of Loss. No increase in price as stated in this purchase order will be allowed unless specifically agreed to in writing by Purchaser. Seller represents and warrants that the price specified in this purchase order is no higher than the net prices charged to any of its customers when purchasing like goods in like quantities. Unless otherwise agreed to in writing by Purchaser, payment for goods shall be made in accordance with Purchaser’s payment procedures. In the event no quality is specified on the face hereof, the goods delivered and/or services rendered hereunder must be of the best quality. Seller must receive prior written approval from Purchaser prior to proceeding with any change in specified materials. Seller shall strictly comply with the quantity of goods indicated on the face hereof. Seller shall ship and deliver goods and render services hereunder on the date or dates specified on the face hereof, unless prior written approval of any change in such date or dates is given by Purchaser. No charge will be paid by Purchaser for packing, boxing, or cartage, unless agreed upon by letter or specified on the face hereof. Seller shall be responsible and shall bear all risks for loss or damage to the goods to be delivered hereunder until they are delivered at the delivery point specified on the face hereof, regardless of F .O.B. point, and are inspected and accepted by Purchaser. Each package of goods shipped must contain a memorandum showing shipper’s name, contents of package, and the purchase order number on the face hereof.
3. Inspection. Notwithstanding prior payment and/or Inspection by Purchaser, all shipments of goods and/or all services rendered hereunder shall be subject to inspection by and written approval of Purchaser after arrival of such goods at the delivery point specified on the face hereof and/or after such services have been rendered, taking into consideration, If there be delays in Inspection, the seasonal nature of Purchasers business.
4. Rejected Shipments and Purchaser’s Remedies. If the goods shipped or to be shipped and/or services rendered or to be rendered hereunder are rejected, in whole or in part by Purchaser by reason of Sellers failure to comply with any of the terms, conditions and/or specifications contained herein, Purchaser, after so notifying Seller may either return the rejected portion of such goods and/or the rejected portion of such services to Seller at Seller’s expense or hold the same for such disposal as Seller shall indicate, without invalidating the remainder of this purchase order, or Purchaser may reject the entire shipment of such goods and/or reject the entire services at Seller’s expense and cancel this purchase order for any undelivered balances of goods and/or unrendered services without cost to Purchaser. If goods shipped or to be shipped and/or services rendered or to be rendered hereunder are rejected, as hereinabove provided, Purchaser may purchase like goods elsewhere and/or obtain like services elsewhere and charge Seller with any loss or damage (either direct or indirect) sustained by Purchaser (including, but not by way of limitation, any difference between the price paid by Purchaser for such like goods and/or services and the price specified on the face hereof) plus all costs of collecting the same (including, but not by way of limitation, attorneys’ fees and court costs). Purchaser shall not be obligated to pay for any goods shipped and/or services rendered which are rejected by it.
5. Intellectual Property. Seller warrants that (i) the goods furnished hereunder do not infringe any patent, patent right, invention light, trademark, trade name, copyright, trade secret or other right of any person or entity under applicable law; (ii) it will defend any suit that may arise in respect thereto; and (iii) it will defend, indemnify and hold Purchaser harmless from and against any and all loss which Purchaser may incur (including, but not by way of limitation, attorneys’ fees and court costs) by reason of the assertion of any foregoing intellectual property right with respect to the goods furnished hereunder, whether by reason of Purchaser’s purchase, use, or otherwise.
6. Health and Safety. All items to be supplied hereunder by Seller shall conform in all respects to the requirements of applicable insurance and governmental health and safety regulations, including regulations administered by OSHA.

7. Indemnification. Seller shall defend, indemnify, and hold harmless Purchaser, its agents, servants, representatives, and employees from and against any and all loss (including, without limitation, loss of use), liability, damage, claims, demands, actions, and/or proceedings and all costs and expenses connected with any thereof (including, without limitation, attorneys’ fees) of whatsoever nature arising directly or indirectly out of or in connection with (i) any breach of this purchase order by Seller; (ii) any breach of a representation or warranty covering the goods sold to Purchaser hereunder; (iii) a recall or other governmental action affecting goods sold to Purchaser hereunder; (iv) violation of applicable law, rules or regulations by Seller, (v) Seller’s negligence or intentional misconduct; (vi) claims and liens of any and all persons based upon the furnishing of labor and/or materials in connection with the goods sold and/or services rendered by Seller hereunder; and/or (vii) death of or injury to a person(s) or damage to property caused by any defect in the goods sold to Purchaser hereunder.
8. Affirmative Action. Purchaser is an equal opportunity employer committed to affirmative action. During the performance of this contract, Seller agrees that it and each subcontractor Involved in fulfilling this contract shall to the extent applicable to this contract comply with the terms of the Equal Opportunity and Affirmative Action clauses, which are incorporated herein by this reference, and the program requirements contained in 41.C.F.R. 60-1.4(a)(7). 60-250.5(d), 60300(a), 60-741.5(a), and 29 C.F.R. Part 470. In addition, each subcontractor, to the extent applicable, shall comply with the requirements of 29. C.F .R. Part 471, Appendix A to Subpart A.
9. Illegal Pickets. Seller shall promptly exercise all legal rights and remedies afforded by applicable law to remove and suspend illegal pickets.
10. Compliance With Law; Governing Law and Venue. Seller shall comply with all applicable federal, state and local laws, regulations and orders, and Seller will furnish Purchaser with a written warranty in a form satisfactory to Purchaser to such effect if requested by Purchaser. The rights of Seller and Purchaser hereunder shall be construed and interpreted in accordance with the internal laws of the State of Wisconsin, without giving effect to principles of conflicts of law. Any lawsuit arising out of this purchase order or the goods provided hereunder shall be venued in Marinette County, Wisconsin or in the Eastern District of Wisconsin, Green Bay Division.
11. Warranty. Seller warrants the material furnished hereunder (i) to be free from defects in title, labor, material or fabrication; (ii) to strictly conform to applicable specifications, drawings, samples or other descriptions given; (iii) to be suitable for the purpose intended; (iv) to be of merchantable quality; and (v) to be free from defects in design. The foregoing warranty shall survive acceptance.
12. Insurance. Seller shall carry insurance protection sufficient to meet all the liabilities that are mentioned herein.
13. Liens. Seller shall not file any liens as a result of producing goods hereunder and shall not permit its subcontractors or suppliers to file such liens.
14. Events Not Within Control of Purchaser. If by reason of fire, earthquake, flood, explosion, accident, difference with or inability to secure workmen, shortages of energy or raw materials, equipment, labor or transportation, production shutdown, or curtailment, lack of facilities, act of God, or of any public enemy, voluntary or involuntary compliance with any valid or invalid law, order, regulation, request, or recommendation of any government agency or authority, or other cause beyond the immediate and direct control of Purchaser, whether or not of the kind or nature hereinbefore specified, Purchaser shall be delayed in whole or in part in taking any delivery or deliveries of goods and/or accepting the rendering of services as herein specified. Purchaser may, by giving written notice to Seller, either cancel this purchase order in whole or in part as to any undelivered portion of such goods and/or undelivered portion of such services without cost to Purchaser for such undelivered goods and unrendered services, or suspend, in whole or in part, delivery of goods and/or the rendering of services during the continuance of and to the extent of such cause.

15. Miscellaneous. Seller may not assign or subcontract its rights and/or obligations under this purchase order without the prior written consent of Purchaser. The relationship of Seller to Purchaser is solely that of independent contractor.