Conditions of Purchase SHW-SHS Inc. 08/2022

1: Standard conditions
The supplier (the "Supplier") is providing products and services (collectively and individually, the "Product(s)") identified herein, subject to the following exclusive conditions of purchase (the "Conditions"). The Conditions set forth the legally binding terms with respect to the purchase of the Product(s). The SHW Storage & Handling Solutions Inc. (the "Buyer") and the Supplier (hereinafter sometimes referred to as "Party" or "Parties") agree that the Conditions shall be binding upon all purchases of the Product.
The Conditions contained herein shall supersede the terms and conditions contained in a Supplier-issued order, and that any deviation from these Conditions needs to be expressly agreed upon in writing by the Parties.
If the Conditions conflict with a purchase order, the terms of the purchase order shall supersede these Conditions.

2: Order, changes and amendments
2.1 All contracts (order and order acceptance) and delivery schedules are only binding provided that they were negotiated and agreed in writing by both Parties.
Any agreements between the Parties may only be executed by an authorized representative of the Buyer or a member of the Buyer’s executive management.
An agreement executed by anyone other than the aforementioned parties shall be unenforceable and void.
2.2 These Conditions may only be changed or amended in writing by both Parties.
Notwithstanding the restrictions set forth in Section 2.1, any changes or amendments not resulting in additional cost or alterations to the performance parameters, design sizes and due dates may be changed by a designated employee of the Buyer.
2.3 Buyer may rescind any orders not accepted within (2) weeks of receipt.
2.4 The Parties may agree in writing on limited changes concerning the design and construction of the Product.

3: Payment
3.1 Unless otherwise agreed in writing, payment, including a two percent (2%) discount, is due within fourteen (14) days upon the date of delivery and receipt of invoice. Should Buyer fail to pay within fourteen (14) days, the full amount shall be due within sixty (60) days from receipt of invoice.
In the case of reception of an early delivery, the due date will remain the agreed upon delivery date.
3.2 Unless specifically agreed to in writing by the Buyer , which shall not be unreasonably withheld, Supplier shall not assign receivables under any purchase order subject to these Conditions to third parties or to have such receivables collected by third parties.

4: Notice of defects
4.1 The Buyer shall notify the Supplier in writing (letter,e-mail or telefax) of any defects in the Product(s) that the Buyer has detected and requires to be corrected. Such notice shall be made without delay, but in any case within ten (10) days of detecting the defect. The notice shall contain a description of the defect and a description of the probable cause of it if available.
4.2 Upon notifying the Supplier, Buyer may (a) reject and return such Products at Supplier’s expense or (b) require Supplier to inspect the Product(s) and remove defects and/or replace nonconforming Products; Payment of invoices, failure to inspect and accept or reject Product(s) shall not constitute acceptance of Product(s) and shall not relieve Supplier of any responsibility hereunder.

5: Confidential Information
5.1 The Parties agree to keep secret all Confidential Information, as defined herein, and will take all steps to institute any internal secrecy procedures which may be necessary to maintain the secrecy of the Confidential Information. As used herein, the term "Confidential Information" shall mean all information disclosed to by the Conditions in connection with the performance of their respective obligations under these Conditions, concerning or relating in any way to the markets, customers, Products, procedures, plans, operating experience, marketing strategies, organization, employees, financial conditions or plans or business of the other Party, except for such knowledge or information which:
(i) is or later becomes publicly known;
(ii) was already known to the Parties at the time it received the information or knowledge from the other Party;
(iii) is made available to the Parties by a third Party without secrecy obligation and without breach of its obligations to either Party; or
(iv) a Party to is required by law to divulge.
5.2 Drawings, models, patterns, samples and other similar objects (the "Objects") may only be used for purposes of the corresponding contract between the Parties. Supplier may only copy or reproduce any Objects for the purpose of fulfilling its obligations under these Conditions and in accordance with any applicable copyright restrictions.
5.3 Supplier shall ensure sub-supplier’s conformance with these Conditions.
5.4 The Parties may only disclose and/or advertise their business relationship upon written agreement.

6: Delivery dates and time – Delay in delivery
6.1 The Parties shall agree on binding delivery dates. Receipt of the Product by the Buyer shall constitute delivery.
6.2 Supplier shall inform Buyer if it becomes reasonable to assume that Supplier will not meet an agreed upon delivery date.
6.3 Should Supplier fail to meet a delivery date, Buyer is entitled to receive a discount of one percent (1%) of the total value of the Product for every delayed. The total discount may not exceed ten percent (10%). Buyer hereby waives any other legal recourse due to a delayed delivery date.

7: Force majeure
Supplier shall not be responsible for delays or non-performance directly or indirectly caused by governmental regulations or requirements, acts of God, unavailability of materials, work stoppages, slowdowns, boycotts or other causes beyond Supplier's reasonable control. In the event of delay due to any such cause, time for delivery shall be extended for a period of time equal to the duration of the delay, and Buyer shall not be entitled to refuse delivery or otherwise be relieved of any obligations hereunder.

8: Quality, documentation, environmental protection and transport
8.1 Supplier shall conform to generally accepted engineering standards, safety regulations and agreed upon technical and quality specifications. Buyer will provide a copy of applicable engineering standards and safety regulations upon request.
8.2 The Parties shall inform each other of possible quality improvements.
8.3 Supplier shall record the results of quality tests, method of testing and by whom the tests were performed. The Buyer shall keep the resulting records for fifteen (15) years, and shall provide a copy the records upon request. Supplier shall ensure sub-supplier’s conformance with the aforementioned requirements.
8.4 Supplier shall comply with all applicable environmental and transportation regulations.

9: Liability for material defects
All Products are warranted to be
(a) be free from any defects in workmanship, material and design;
(b) conform to applicable specifications, drawings, designs, samples and other requirements specified by Buyer;
(c) be fit for their intended purpose and operate as intended;
(d) be merchantable;
(e) be free and clear of all liens, security interests and/or other encumbrances of whatsoever nature; and
(f) not infringe and/or misappropriate any third party's patent and/or other intellectual property rights for a period of thirty-six (36) month.
During the term of the warranty, Supplier will promptly either replace any Product(s) or part(s) thereof which prove to be defective in material or remove the defect from any of the aforementioned Product(s) or parts(s). Minor deviations shall not be deemed a defect in accordance with the industry standards.
Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance of the Goods with the foregoing warranties.

10: Product liability and recall
Supplier shall indemnify and hold harmless the Buyer for any damages from by a products liability claim, caused by Supplier’s actions.
Nothing in these Conditions shall exclude or limit Supplier's liability hereunder.
Buyer's maximum liability to Supplier shall not exceed the aggregate amount actually paid under the purchase order from which it originates.
In the event that any Products are determined by the Parties or any governmental agency or court to contain a defect, quality or performance deficiency, or to not be in compliance with any standard or requirement so as to make advisable, that the Products be recalled, the Supplier will promptly communicate all relevant facts and shall undertake all necessary corrective action at its expense.

11: Execution of works
Any individual performing work in connection with the Conditions herein, shall comply with the applicable regulations present at the work site.
NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF INDIVIDUALS PERFORMING WORK UNDER THESE CONDITIONS.

12: Transfer of risk/documents
12.1 Supplier shall bear the entire cost of delivering the Product to the Buyer.
12.2 Supplier shall include the Buyer’s order number on all shipping documents.

13: Industrial property rights
13.1 The Supplier releases the Buyer or a subsequent purchaser from all claims arising of the use of such Industrial Property Rights. For the purposes herein, Industrial Property Rights shall mean intellectual property rights, including but not limited to patents, trademarks, trade secrets and copyrights, as well as any other thirty party rights.
13.2 The Parties shall inform each of any potential claims based on these Conditions.

14: General regulations
Any documents produced by the Supplier on account of the Buyer, are property of the Buyer. Supplier shall transfer all of the aforementioned documents to the Supplier upon request.

13: Default
(a) Any of the following will constitute an act of default hereunder. A Party:
(i) is or becomes insolvent or a party to any bankruptcy or receivership proceeding or any similar action, including, but not limited to, deterioration of credit rating or standing, affecting the financial condition or property of a Party and such proceeding has not been dissolved within 30 days;
(ii) makes a general assignment for the benefit of creditors; or
(iii) ceases doing business in the normal course.
(b) In the event an act of default occurs, the non-defaulting Party shall have the right to and may elect any or all of the following remedies, which shall be cumulative and not exclusive:
(i) Declare the particular order, out of which the default arises, to be immediately terminated;
(ii) Declare, at its option, all charges incurred but unpaid relative to the order to be immediately due and payable;
(iii) Exercise any or all remedies specified in these Terms and Conditions or any supplement associated herewith; and
(iv) Pursue each and every remedy available at law or in equity.

14: Miscellaneous
14.1 These Terms and Conditions and any order accepted hereunder shall be governed by and interpreted, construed and enforced in accordance with the laws of the State of Georgia, exclusive of its conflict of laws provisions.
14.2 Except as provided below, the Parties agree to submit any disputes relating to these Terms and Conditions and the purchase of Product(s) to arbitration, applying the American Arbitration Association Rules for Commercial Disputes. The proceedings shall be held in Atlanta, Georgia, be in English, and any award shall be enforceable in any court of competent jurisdiction according to the laws of the state of Georgia and the United Nations Convention for the Enforcement and Recognition of Arbitral Awards unless the nature of the dispute is suitable to injunctive relief thereby affording a party the right to pursue redress in court without proceeding to arbitration. Any dispute arising under these Terms and Conditions that cannot be arbitrated as provided herein shall be brought only in a court of competent jurisdiction in Fulton County, Georgia, USA, with the Parties waiving any defense of venue, personal jurisdiction, and jury trial.
14.3 Supplier shall not delegate any duties or assign any rights or claims under these Terms and Conditions without Buyer's prior written consent, and any such attempted delegation or assignment shall be void.
14.4 These Terms and Conditions and all Product(s) purchased hereunder are subject to all laws, regulations, orders or other restrictions that may now or hereafter be imposed by the government of the United States or any agency thereof, including but not limited to all regulations relating to the sale, export, re-export or redistribution of equipment.
14.5 If any of the provisions of these Conditions shall be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not invalidate or render the Conditions unenforceable, but rather the entire Conditions shall be construed as if not containing the particular invalid, illegal, or unenforceable provision or provisions, and the rights and obligations of each Party shall be construed and enforced accordingly.

15: General
(a) If any of the provisions of these Terms and Conditions are found invalid or unenforceable under any applicable statute or rule of law, such provisions are, to that extent, deemed omitted, but these Terms and Conditions and the remainder of its provisions shall otherwise remain in effect.
(b) No provision of these Terms and Conditions shall be deemed waived, amended or modified by either Party, unless such waiver, amendment or modification is in writing and signed by the Parties.
(c) The waiver of one default under these Terms and Conditions shall not be deemed a waiver of subsequent or similar defaults.
(d) Each order under these Terms and Conditions shall be treated as a separate contract and default by either Party arising out of a particular order shall not constitute or be deemed to constitute a default of any other order or these Terms and Conditions itself.
THESE CONDITIONS SHALL SUPERSEDE AND TAKE PRECEDENCE OVER ALL PROPOSALS, SUPPLIER'S PURCHASE ORDERS OR ANY OTHER WRITTEN OR ORAL COMMUNICATIONS BETWEEN THE PARTIES, EXCEPT AS OTHERWISE PROVIDED HEREIN.