Standard Terms and Conditions of Purchase

(PM as buyer)

Entire Agreement
This Purchase Order (including any specifications, drawings or descriptions, as well as these terms and conditions) constitutes the entire Agreement between PM International LLC (“PM”) and Supplier. Supplier accepts this Agreement either in writing, by shipping goods or by the performance of any services for PM. This Purchase Order contains the only contractual terms and conditions between the parties relating to the goods and services of the Supplier, notwithstanding anything contained in any invoices or other documentation of the Supplier, and controls over any such terms in any such invoices or documentation.

The price specified in this Purchase Order includes all taxes, duties and charges which either party is required to pay with respect to the goods and services provided by this Agreement. Supplier shall make no price adjustments to this Purchase Order without the signed agreement of PM. PM shall be entitled to set off any amounts owed by Supplier to PM against any amount due and owing to Supplier.

Unless otherwise stated in this Purchase Order, title to all goods provided by Supplier shall pass to PM upon delivery. Supplier warrants title free and clear of all taxes, liens and encumbrances (including intellectual property rights) and will indemnify and hold PM harmless from any and all costs, attorneys’ fees and damages whatsoever arising out of any claim or suit against PM regarding any tax, lien or encumbrance.

All packaging and transportation costs related to goods supplied are to be paid by Supplier unless specifically stated otherwise in this Purchase Order. Any goods supplied in error or in excess of the amount ordered may be returned by PM to Supplier and Supplier shall pay all shipping and return freight costs.

Supplier shall, unless otherwise set forth in writing by PM, maintain during the term of this agreement, Commercial General Liability Insurance with a combined limit of not less than $5,000,000, and Automobile Third Party Liability Insurance with a combined limit of $2,000,000.

Expediting and Inspection
The goods furnished under this Purchase Order shall be subject to expediting by PM. PM shall be allowed access to Supplier’s facilities and those of its suppliers and contractors for expediting purposes. At PM’s request, Supplier shall furnish manufacturing and delivery schedules for PM’s use in expediting. PM shall have the right to inspect the goods or services provided at any time during the term of this Purchase Order, and to reject any non-conforming goods or services.

Supplier warrants that the goods and services conform to all specifications attached to this Purchase Order, that they are reasonably fit for their intended purpose, and that they are in compliance with all applicable laws and regulations (as well as the requirements of any regulatory authority with jurisdiction). Supplier shall, at its expense, repair, or in PM’s sole discretion, replace, any goods accepted by PM in which defects in workmanship, materials or design are discovered within two years from the date of delivery. Supplier’s obligation to repair or replace shall extend to defects in any goods which were revealed by PM’s examination prior to acceptance.

If Supplier fails to perform, or otherwise breaches any term of this Purchase Order, and does not cure such failure or breach within ten days after verbal or written Notice of such failure or breach, PM may, in its sole discretion, terminate this Purchase Order and retain all goods and services paid for up until the date of termination.

Force Majeure
If, for reasons beyond its reasonable control, PM is prevented from performing pursuant to this Purchase Order, PM’s performance shall be excused until such time as performance becomes reasonably possible.

This Purchase Order shall be governed and interpreted by the Florida law. In any claim or action arising out of this Purchase Order, the prevailing party shall be entitled to recover the costs necessary to bring or defend the action, including, but not limited to, a reasonable attorneys’ fee. The proper venue for any such action shall be Polk County, Florida.

Unless otherwise set forth in this Purchase Order, all Notices must be in writing and shall be delivered to the addresses set forth in this Purchase Order. Notices sent by facsimile shall be effective when written confirmation of receipt is received by the sender. Notices sent by registered mail shall be effective when received.