Terms & Conditions

Acceptance

All orders and sales contracts are subject to acceptance or rejection by the Zip-Chem^® Products. Companies constitutes a complete and binding contract governed by the terms and conditions of sale appearing herein and by the laws of the State of California. Acceptance is at all time subject to availability for delivery of the goods covered by each order, and to Zip-Chem^® Products prices for said goods in effect at the time of shipment, unless otherwise agreed in a separate agreement signed by buyer and Zip-Chem^® Products prices on the face hereof are those in effect the date this acknowledgement was prepared.

End of Use

Determination of the suitability of the goods described on the face hereof for the use contemplated by buyer of buyer’s customers for such goods is the sole responsibility of buyer or buyer’s customers, whichever the case may be. Zip-Chem^® Products shall have no responsibility in connection therewith. The buyer assumes all risk and liability for loss, damage or injury to property of the buyer of others, arising out of the use of possession of the goods furnished hereunder.

Warranty

Zip-Chem^® Products warrants only that the goods supplied hereunder shall meet the description or specifications stated herein. The buyer’s exclusive remedy and Zip-Chem^® ‘s sole liability hereunder shall be limited to refund of the purchase price of, or replacement of, all goods shown to be otherwise than as warranted and Zip-Chem^® Products shall in no case be liable otherwise for incidental or consequential damages provided nothing contained therein shall limit the buyer’s right to recover consequential damages for injury to his person when the goods purchased are consumer goods. The refund or replacement of the product is conditional on the buyer giving Zip-Chem^® Products notice within a ninety (90) day period shall constitute a waiver by the buyer of all claims hereunder with respect to the said goods. If requested, the Zip-Chem^® Products buyer shall promptly return to the Zip-Chem^® Products plant all unconsumed goods alleged by the buyer to be otherwise than as warranted, and Zip-Chem^® Products will pay freight thereon. “The above warrenty is in lieu of all other written or unwritten express or implied warranties and Zip-Chem^® Products hereby expressly disclaims any express or implied warranty against infringement of merchantability or fitness for the purpose of the goods supplied hereunder all said goods being supplied buyer as is.”

Tittle and Risk of Loss

Title and risks of loss or delay to all goods supplied hereunder shall pass to the buyer upon Zip-Chem^® Products delivering the products thereof to the carrier at the shipping point.

Quotations

Unless otherwise specified, quotations are for information only and are not intended as an offer and are subject to change without notice in all respects. This includes prices, delivery dates, terms, quantities or specifications.

Freight Terms

F.O.B. Origin, Freight Collect: For small package service (i.e. UPS, FedEx ground), shipments will be made F.O.B. origin, with freight prepaid and added to invoice. The most economical routing will be used at the discretion of Zip-Chem^® Products. Additional transportation costs that are incurred at the buyer’s discretion or are the result of their request shall be incurred at the buyer’s expense.

Compliance with Laws

Supplier represents and warrants that the goods and /or services were not manufactured or performed, and are not being sold or priced in violation of any federal, state, or local law, executive order, or administrative ruling. Without limiting the generality of the foregoing, suppliers represents and warrants that it complies with the following provisions of federal law which are hereby incorporated by reference into this Purchase order: (1) the Federal Food and Drug and Cosmetic Act, as amended and all applicable regulations and Executive orders issued there under; (2) the Civil Rights Act of 1964, as amended, and all applicable regulations and Executive orders issued there under; (3) the Fair Standards Act, as amended and all applicable regulations and Executive orders issued there under; (4) FAR [48 CFR] 52.222-26 and 41 CFR 60-1.4 relating to Equal opportunity; ((5) FAR 52.2222-35 and 41 CFR 60-250-5 relating to Affirmative Action for Disabled Veterans and Vietnam Veterans; (6) FAR 52.222-36 and 41 CFR 60-741.5, relating to Workers with Disabilities; and (7) FAR 52.222-41, relating to the Service Contract Act, as amended. Supplier agrees to indemnify, defend, and hold harmless, Zip-Chem^® Products, from and against any and all claims, costs, damages, judgments, losses, and expenses. (including attorney’s fees) included or resulting directly or indirectly by or to Zip-Chem^® Products as a direct result of the breach of any representation or warranty made by supplier herein.

Payment Terms

Payment terms are net 30 from invoice date. There will be a 1.5 % late charge per month (18% APR) on past due balances. In the event that a lawsuit is necessary to enforce the collection, the purchaser agrees to pay a reasonable attorney fee and any court costs that are incurred.

Entire Agreement

The above terms and conditions represent the entire agreement between Zip-Chem^® Products and the buyer with respect to the sale of goods supplied hereunder and the said agreement cannot be modified except by a new written contract signed by Zip-Chem^® Products.

Quality Clauses

Unless otherwise modified or deleted by reference on the purchase order, this attachment and all clauses apply to all Zip-Chem^® Products (Buyer) purchase orders for suppliers of subcontract product packaging and/or order fulfillment operations. If the supplier (Seller) disagrees with, or is incapable of performing to any of these terms and conditions, then the seller shall notify the buyer immediately, before accepting the purchase order, performing services, or delivering materials.

[A] Quality Program

Unless otherwise agreed upon, the seller shall maintain a documented quality program. If the Seller has a documented quality program per AS9100, ISO 9001, or other industry based quality program, the seller shall apply this quality program to the materials and services that are specified on this purchase order. If the seller does not have a documented quality program, then the seller’s best commercial practices shall be used to assure adequate control of quality throughout the performance of this purchase order.

[B] Seller Calibration System

The seller, and/or the seller’s sub-contractor (s), will maintain and apply a documented gage calibration system per ISO 17025, ISO Guide 25, ANSI/NCSL Z540-1, or ISO 10012-1 to this purchase order. Standards that are traceable to the National Institute of Standards and Technology (or other physical constants) shall be used.

[C] Inspection

The seller is responsible for verifying compliance to all requirements on an order. The buyer reserves the right to inspect all services delivered under this order. Evidence of any non-compliance shall be a cause for rejection. Any rejection may be returned to the seller at their expense for reprocessing or replacement as directed by the buyer.

[D] Nonconforming Material/Service

The seller shall promptly notify the buyer if they know or suspect that they may have delivered nonconforming goods and/or services to the buyer. This includes services that are provided by their sub-tier suppliers (See Clause L below) that significantly affected the services/materials that were provided by the seller. “Significant” is defined as a condition, which could potentially make a previously accepted product/service into non-conforming product/service and/or acceptance criteria. Any notifications shall be made in writing within 2 working days upon discovery of the discrepancy to the attention of the buyer’s quality department.

[E] Material Review Board Authority

The buyer retains Material Review Board (MRB) authority. Any seller who requests to deliver discrepant material or services, must submit a Buyer Supplier Material Review Request stating the deviation, root cause, and corrective action to the buyer quality department for approval prior to the shipment.

[F] Certification (and Test Reports)

Where specified, a legible and reproducible certification and test report is required. Payment for services received will not be made until all required certifications and test reports have been accepted.

[G] Notification Of Changes

If the seller anticipates or experiences any change in location, name, product, processes, specifications, or quality/calibration program status, shall notify the buyer in writing as soon as one or more of these situations has occurred or will occur.

[H] Document Revisions

The seller must verify conformance to the latest revision of all buyer controlled standards and documents that are noted on the purchase order. If the revision is not specified on documents or the purchase order, then the latest revision applies.

[I] Right of Entry/Access

The buyer reserves the right of entry / access to the seller’s facilities for the purpose of verifying quality, auditing procedures, and/or or to inspect the purchase items/services. The right of entry / access shall extend to the buyer’s customers, government, or other regulatory agencies. The buyer will provide an advance notice to the seller, prior to the visit date(s). The right of entry/access shall be provided at no cost to the buyer.

[J] Records

All records relating to the services and/or certification must be maintained by the seller for a period of at least ten (10) years after closure of this purchase order. These records shall be available for review by representatives of the buyer and/or its customers and/or regulatory agencies at any reasonable time during the seller’s normal working hours throughout the retention period. If requested, a copy of specific records will be sent to the buyer at no additional cost. Any seller must take reasonable measures to protect and prevent records from deteriorating and secure them from loss. Should the seller plan to cease business operations, records shall be forwarded to the seller, at no cost to the buyer, prior to the closing of business.

[K] Samples Retains

Unless otherwise specified, the seller shall return all samples used in the performance of packaging services back to the buyer.

[L] Flow Down of Quality Clauses

The seller is required to flow down any applicable buyers’ requirements to their supply chain, including all of the buyers’ quality clauses.

[M] Obsolescence

When the supplier has knowledge that any material or hardware item to be provided in performance of this purchase order is obsolete, is marked for impending obsolescence, or has an established end of production date, the supplier shall immediately give initial notice thereof, including all relevant information with respect thereto, to the buyer. Such notice shall include, but not be limited to:

• (1) Complete details of which parts are affected

• (2) Date of obsolescence

• (3) End of production date

• (4) Reason for obsolescence

• (5) Pricing and availability of last-time buy

• (6) Supplier’s recommendation for replacement parts inclusive of known impacts to performance, pricing, availability, and lead time

[N] Counterfeit Parts

The seller shall plan, implement, and control processes that are appropriate to the organization and the product in order to prevent counterfeit part use, or if they suspect counterfeit part use and their inclusion in product(s) delivered to the customer. Note: Counterfeit part prevention processes should consider:

• Training of appropriate persons in the awareness and prevention of counterfeit parts

• Application of a parts obsolescence monitoring program

• Controls for acquiring externally provided product from original or authorized manufacturers, authorized distributors, or other approved sources

• Requirements for assuring traceability of parts and components to their original or authorized manufacturers

• Verification and test methodologies to detect counterfeit parts

• Monitoring of counterfeit parts reporting from external sources

• Quarantine and reporting of suspect or detected counterfeit parts

[O] Vendor Ratings

All vendors are rated by on time deliveries, non-conforming products, and their quality system. Any vendor wishing to know their rating can request it from their authorized purchasing representative.

[P] Business Conduct

A) Compliance with Laws: The seller and the items shall comply with all applicable statutes and government rules, regulations, and orders. Without acting as a limitation, the seller shall comply with:

1.  All applicable country laws relating to anti-corruption or anti-bribery, including, but not limited to, legislation implementing the Organization for Economic Co-operation and Development “Convention on Combating Bribery of Foreign Public Officials in International Business Transactions” (the “OECD Convention”) or other anti-corruption/anti-bribery convention.

2. The requirements of the Foreign Corrupt Practices Act, as amended, (“FCPA”) (15 U.S.C. §§78dd-1, et. seq.), regardless of whether the seller is within the jurisdiction of the United States. The seller shall then, neither directly nor indirectly, pay, offer, give, or promise to pay or give, any portion of monies or anything of value received from the buyer to a non-U.S. public official or any person in violation of the FCPA and/or in violation of any applicable country laws relating to anti-corruption or anti-bribery.

B) Gratuities: The seller warrants that neither it nor any of its employees, agents, or representatives have offered or given, or will offer or give, any gratuities to the buyer’s employees, agents, or representatives for the purpose of securing this contract or securing favorable treatment under this Contract.

C) Code of Basic Working Conditions and Human Rights: The buyer is committed to providing a safe and secure working environment including the protection and advancement of basic human rights in its worldwide operations. In furtherance of this commitment, the buyer has adopted a Code of Basic Working Conditions and Human Rights (the “Code”) setting out in detail, the measures it takes to ensure this commitment is fulfilled. The buyer strongly encourages the seller to adopt and enforce concepts that are similar to those embodied in the Code, including concepts that conduct the seller’s operations in a manner that is fully compliant with all applicable laws and regulations pertaining to fair wages and treatment, freedom of association, personal privacy, collective bargaining, workplace safety, and environmental protection. Furthermore, any material violation of law by the seller relating to basic working conditions and human rights, including laws regarding slavery and human trafficking, of the country or countries in which the seller is performing work under this Contract, may be considered a material breach of this Contract for which the buyer may elect to cancel any open orders between the buyer and the seller for cause in accordance with the “Events of Default and Remedies” Section. The seller shall include the substance of this clause, including this flow-down requirement, in all subcontracts awarded by the seller for work under this Contract.

D) Environmental Health and Safety Performance: The seller acknowledges and accepts full and sole responsibility to maintain an environment, health, and safety management system (“SMS”) that is appropriate for its business throughout the performance of this contract. The buyer expects that the seller’s SMS will promote health and safety, environmental stewardship, and pollution prevention by appropriate source reduction strategies. The seller shall convey the requirement of this clause to its suppliers. The seller shall not deliver items that contain any asbestos mineral fibers.

E) Seller Facility: The seller shall provide the buyer written notice of any proposed plans for moving the seller’s manufacturing location for the Items or moving tooling or other equipment utilized in the manufacture of the Items to another facility.

F) Buyer Policies: The seller agrees that the buyer’s internal policies, procedures, and codes are intended to guide the internal management of the buyer and are not intended to, and do not, create any right or benefit, substantive or procedural, enforceable at law or in equity, by the seller against the buyer.