Terms and Conditions - UK Facility

Terms and Conditions - USA Facility

ACCEPTANCE

All orders and sales contracts are subject to acceptance or rejection by the Andpak/Zip-Chem Products Inc. 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 Andpak/Zip-Chem Products Inc. prices for said goods in effect at the time of shipment, unless otherwise agreed in a separate agreement signed by buyer and Andpak/Zip-Chem Products Inc. 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, and Andpak/Zip-Chem Products Inc.. shall have no responsibility in connection therewith. Buyer assumes all risk and liability for loss, damage or injury to property of Buyer of others, arising out of the use of possession of the goods furnished hereunder.

WARRANTY

Andpak Inc. warrants only that the goods supplied hereunder shall meet the description or specifications stated herein. Buyer's exclusive remedy and Andpak/Zip-Chem Products Inc. 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 Andpak/Zip-Chem Products Inc. 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. Said refund or replacement is conditional on Buyer giving Andpak/Zip-Chem Products Inc. notice within ninety (90) day period shall constitute a waiver by Buyer of all Claims hereunder with respect to said goods. If requested Andpak/Zip-Chem Products Inc., Buyer shall promptly return to Andpak Inc. plant all unconsumed goods alleged by Buyer to be otherwise than as warranted and Andpak/Zip-Chem Products Inc. will pay freight thereon. “THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WRITTEN OR UNWRITTEN EXPRESS OR IMPLIED WARRANTIES AND ANDPAK/ZIP-CHEM PRODUCTS INC. HEREBY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY AGAINST INFRINGEMENT, OF MERCHANTABILITY, OR FITNESS FOR PURPOSE OF THE GOODS SUPPLIED HEREUNDER ALL SAID GOODS BEING SUPPLIED BUYER AS IS.”

TITLE AND RISK OF LOSS

Title and risks of loss or delay to all goods supplied hereunder shall pass to Buyer upon Andpak/Zip-Chem Products Inc. delivery thereof to carrier at 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, including 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 Andpak/Zip-Chem Products Inc. Additional transportation costs incurred at Buyer's discretion or resulting from his request will be at 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 Andpak/Zip-Chem Inc. 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 Andpak/Zip-Chem Inc. 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 1/2 % late charge per month (18% APR) on past due balances. In the event suit is necessary to enforce collection, purchaser agrees to pay a reasonable attorney fee and any court costs incurred.

ENTIRE AGREEMENT

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

QUALITY CLAUSES

Unless otherwise modified or deleted by reference on the purchase order, this attachment and all clauses apply to all Andpak, Inc. / Zip-Chem Products (BUYER) Purchase Orders for suppliers of subcontract product packaging and/or order fulfillment operations. Should supplier (SELLER) disagree with, or is incapable of performing to any of these terms and conditions, SELLER shall notify the BUYER immediately, prior to accepting the purchase order and performing services or delivering materials.

[A] QUALITY PROGRAM

Unless otherwise agreed upon, the SELLER shall maintain a documented quality program. If 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 / services specified on this purchase order. If SELLER does not have a documented quality program, 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

SELLER, and/or 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 traceable to 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 this order. BUYER reserves the right to inspect all services delivered under this order. Evidence of any non-compliance shall be 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

SELLER shall promptly notify BUYER if they know, or suspect they may have delivered, or become aware of a fact anytime after delivery, of nonconforming goods and/or services to BUYER, including services provided by their sub-tier suppliers (See Clause L below) that significantly affected the services/materials provided by 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. Notifications shall be made in writing with 2 working days upon discovery of the discrepancy to the attention of the BUYER’S Quality Department.

[E] MATERIAL REVIEW BOARD AUTHORITY

BUYER retains material Review Board (MRB) Authority. Any SELLER requesting to deliver discrepant material or services must submit a BUYER Supplier Material Review Request stating the deviation, root cause, and corrective action to BUYER Quality Department for approval prior to 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

SELLER anticipating or experiencing any change in location, name, product, processes or specification, change in quality/calibration program status, shall notify the BUYER in writing as soon as one or more of these situations has or will be occurring.

[H] DOCUMENT REVISIONS

SELLER to verify conformance to latest revision of all BUYER controlled standards and documents noted on Purchase Order. If revision is not specified on documents or Purchase Order, then the latest revision applies.

[I] RIGHT OF ENTRY/ACCESS

BUYER reserves the Right of Entry / Access to the SELLER’S facilities for the purpose of verifying quality, auditing procedures and/or inspection of the purchase items/services. The Right of Entry/Access shall extend to BUYER’S customers, Government, or other regulatory agencies. 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 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 BUYER at no additional cost. SELLER’S shall take reasonable measures to protect and prevent records from deteriorating and secure them from loss. Should SELLER plan to cease business operations, records shall be forwarded to SELLER, at no cost to the BUYER, prior to closing of business.

[K] SAMPLES RETAINS

Unless otherwise specified, SELLER shall return all samples used in the performance of packaging services back to BUYER

[L] FLOW DOWN OF QUALITY CLAUSES

Seller is required to flow down any applicable buyers requirements to their supply chain, including all of the buyers Quality Clauses.

[M] Obsolescence

When 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, Supplier shall immediately give initial notice thereof, including all relevant information with respect thereto, to 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; and (6) Supplier's recommendation for replacement parts inclusive of known impacts to performance, pricing, availability, and lead time.



- Andpak Terms & Conditions and Quality Clauses, Rev. 08/30/2012