SUPPLIERS

Adjuvo Tech, LLC Terms and Conditions of Purchase

1. ACCEPTANCE OF THIS ORDER IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS CONTAINED HEREIN AND ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS CONTAINED IN SELLER'S RESPONSE HERETO SHALL BE DEEMED OBJECTED TO BY ADJUVO TECH, LLC. (THE “BUYER”) WITHOUT NEED FOR FURTHER NOTICE OF OBJECTION AND SHALL BE OF NO EFFECT NOR IN ANY CIRCUMSTANCES BINDING UPON BUYER.  NO CHANGE, MODIFICATION, OR REVISION OF THIS ORDER SHALL BE VALID UNLESS EXECUTED IN WRITING AND SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF THE BUYER.  SELLER WILL BE DEEMED TO HAVE ASSENTED TO ALL TERMS AND CONDITIONS CONTAINED HEREIN IF ANY PART OF THE DESCRIBED MERCHANDISE IS SHIPPED.  ALL ITEMS DELIVERED MUST BE STRICTLY IN ACCORDANCE WITH BUYER'S SPECIFICATION, DRAWINGS AND APPROVED SAMPLES, IF ANY, AND THE TERMS AND CONDITIONS HEREIN. SELLER WILL NOTIFY THE BUYER IN WRITING IN ADVANCE OF ANY CHANGE IN THE PURCHASED ITEM THAT MAY OR MAY NOT BE INCLUDED IN THE BUYER'S SPECIFICATION SO THAT THE BUYER CAN EVALUATE THE POTENTIAL EFFECT ON THE FINISHED PRODUCT INCORPORATING THIS ITEM. THIS WILL INCLUDE A CHANGE TO THE MANUFACTURING LOCATION. 

ALL GOODS ARE SUBJECT TO A FINAL INSPECTION AND ACCEPTANCE AT DESTINATION, NOT WITHSTANDING PRIOR PAYMENTS OR INSPECTION AT SOURCE.  BUYER, WITHOUT LIMITATION TO ITS OTHER RIGHTS, MAY REJECT ANY ITEMS THAT CONTAIN DEFECTIVE MATERIAL OR WORKMANSHIP, OR DOES NOT CONFORM TO BUYER'S SPECIFICATIONS, DRAWINGS AND APPROVED SAMPLES, IF ANY OR IS NOT AS ORDERED.  NOTWITHSTANDING ANY OF THE APPLICABLE PROVISIONS OF THE UNIFORM COMMERCIAL CODE, BUYER MAY REJECT ANY ITEMS BASED ON THE FOREGOING REASONS AT ANY TIME AFTER RECEIPT OF MERCHANDISE.  BUYER, IN ADDITION TO ITS REMEDIES UNDER THE UNIFORM COMMERCIAL CODE, MAY REJECT SUCH DEFECTIVE OR NON-CONFORMING GOODS, REQUIRE CORRECTION OR ACCEPT THEM WITH AN EQUITABLE ADJUSTMENT IN PRICE.  NO REPLACEMENT OF DEFECTIVE OR NON-CONFORMING GOODS SHALL BE MADE UNLESS SPECIFIED IN WRITING BY BUYER. ACKNOWLEDGMENT OF RECEIPT ON PACKING SLIPS OR BILL OF LADING SHALL NOT CONSTITUTE ACCEPTANCE.  TITLE TO ALL REJECTED GOODS SHALL PASS TO SELLER UPON BUYER'S NOTIFICATION TO SELLER OF REJECTION AND ALL SUCH GOODS HELD BY BUYER AFTER SUCH NOTIFICATION SHALL BE AT SELLER'S RISK. 

2. TERMINATION - BUYER MAY TERMINATE THIS ORDER AT ANY TIME IN WHOLE OR IN PART UPON NOTICE TO THE SELLER, AND ANY SUCH NOTICE OF TERMINATION SHALL BE EFFECTIVE UPON ACTUAL RECEIPT THEREOF BY SELLER. 

3. CHANGES - BUYER MAY AT ANY TIME BY WRITTEN NOTICE MAKE CHANGES IN DRAWING, DESIGN AND SPECIFICATIONS, SHIPPING INSTRUCTIONS, QUANTITIES, AND DELIVERY SCHEDULES.  SHOULD ANY CHANGE INCREASE OR DECREASE THE COST OR THE TIME REQUIRED FOR PERFORMANCE OF THIS ORDER, AN EQUITABLE ADJUSTMENT IN THE PRICE AND/OR DELIVERY SCHEDULE WILL BE MADE.  ALL CLAIMS FOR ADJUSTMENT BY SELLER MUST BE MADE WITHIN 30 DAYS FROM THE DATE THE CHANGE IS ORDERED OR WITHIN SUCH ADDITIONAL PERIOD OF TIME AS MAY HAVE BEEN APPROVED BY BUYER.  NOTHING IN THIS CLAUSE SHALL RELIEVE THE SELLER FROM PROCEEDING WITHOUT DELAY IN THE FULFILLMENT OF THIS ORDER AS CHARGED.  SELLER AGREES TO NOTIFY BUYER IF THERE ARE ANY CHANGES THAT COULD IMPACT PRODUCT QUALITY OR PERFORMANCE (SUCH AS CHANGE IN QMS CERTIFICATION STATUS, PROCESS CHANGES, ETC). 

4. TRANSPORTATION - UNLESS OTHERWISE STATED ON THE FACE OF THIS ORDER, GOODS ARE TO BE SOLD FOB SHIPPING POINT, TRANSPORTATION COLLECT.  WHEN THE FACE OF THE ORDER CONTAINS DIRECTION THAT GOODS ARE TO BE SOLD FOB DESTINATION, TRANSPORTATION CHARGES MUST BE PREPAID BY SELLER.  NO PREMIUM TRANSPORTATION, INSURANCE OR VALUATION COSTS WILL BE ALLOWED UNLESS SPECIFICALLY AUTHORIZED.  NO EXTRA CHARGES OF ANY KIND, INCLUDING CHARGES FOR BOXING OR CARTAGE WILL BE ALLOWED UNLESS SPECIFICALLY AGREED TO BY BUYER IN WRITING. 

5. BUYER'S PROPERTY - UNLESS OTHERWISE AGREED IN WRITING, ALL TOOLS, EQUIPMENT, TEST SETS, MOLDS OR MATERIALS OF EVERY DESCRIPTION FURNISHED TO SELLER BY BUYER OR SPECIFICALLY PAID FOR BY BUYER AND ANY REPLACEMENTS THEREOF, OR ANY MATERIALS AFFIXED OR ATTACHED THERETO SHALL BE AND REMAIN THE PERSONAL PROPERTY OF BUYER. SUCH PROPERTY, AND WHENEVER PRACTICABLE, EACH INDIVIDUAL ITEM THEREOF, SHALL BE PLAINLY MARKED OR OTHERWISE ADEQUATELY IDENTIFIED BY SELLER AS "PROPERTY OF ADJUVO TECH, LLC" OR THE APPROPRIATE SUBSIDIARY AND SHALL BE SAFELY STORED SEPARATE AND APART FROM SELLER’S PROPERTY.  SELLER SHALL NOT SUBSTITUTE ANY PROPERTY FOR BUYER'S PROPERTY AND SHALL NOT USE PROPERTY EXCEPT IN BILLING BUYER'S ORDERS.  SUCH PROPERTY WHILE IN SELLER'S CUSTODY OR CONTROL SHALL BE HELD AT SELLER'S RISK, SHALL BE KEPT INSURED BY SELLER AT SELLER'S EXPENSE AT AN AMOUNT EQUAL TO THE REPLACEMENT OF COST WITH LOSS PAYABLE TO BUYER AND SHALL BE SUBJECT TO REMOVAL AT BUYER'S WRITTEN REQUEST, IN WHICH EVENT SELLER SHALL PREPARE SUCH PROPERLY FOR SHIPMENT AND SHALL REDELIVER TO BUYER IN THE SAME CONDITION AS ORIGINALLY RECEIVED BY SELLER, REASONABLE WEAR AND TEAR ACCEPTED, ALL AT SELLER'S EXPENSE. 

6. WARRANTY - SELLER WARRANTS THAT ALL ITEMS DELIVERED UNDER THIS ORDER WILL CONFORM TO BUYER'S SPECIFICATIONS, DRAWINGS AND APPROVED SAMPLES, IF ANY, AND WILL BE OF GOOD MATERIAL AND WORKMANSHIP AND WILL BE FREE FROM DEFECTS.  THIS WARRANTY SHALL SURVIVE ANY INSPECTION, DELIVERY OR ACCEPTANCE OF THE MATERIALS OR SERVICES AND PAYMENTS THEREFORE BY BUYER. 

7. DEFAULT - IN THE EVENT SELLER SHALL FAIL TO COMPLY WITH ANY OF THE TERMS AND CONDITIONS HEREIN, BUYER MAY TERMINATE THIS ORDER IN FULL OR IN PART, AND MAY CONSIDER SUCH NON-COMPLIANCE AS A BREACH OF CONTRACT.  BUYER EXPRESSLY RESERVES THE RIGHT TO PURSUE THE REMEDIES PROVIDED BY LAW IN THE CASE OF ANY SUCH BREACH AND NO ACTION BY BUYER SHALL CONSTITUTE A WAIVER OF ANY SUCH RIGHT OR REMEDY. BUYER MAY CANCEL THIS ORDER IN WHOLE OR IN PART BY WRITTEN OR TELEGRAPHIC NOTICE IN THE EVENT THAT ANY PROCEEDINGS ARE INSTITUTED BY OR AGAINST EITHER PARTY IN BANKRUPTCY OR INSOLVENCY UNDER ANY PROVISION OF THE BANKRUPTCY ACT OR IN THE EVENT OF ANY ASSIGNMENT FOR THE BENEFIT OF CREDITORS. 

8. USE OF DESIGNS, DATA, ETC. - SELLER AGREES THAT IT WILL KEEP CONFIDENTIAL THE FEATURES OF ANY EQUIPMENT, TOOLS, GAUGES, PATTERNS, DESIGNS, DRAWINGS, SPECIFICATIONS, ENGINEERING DATA OR OTHER TECHNICAL OR PROPRIETARY INFORMATION FURNISHED BY BUYER AND USE SUCH ITEMS ONLY IN THE PRODUCTION OF ITEMS UNDER THIS ORDER OR OTHER ORDERS FROM BUYER AND NOT OTHERWISE UNLESS BUYER'S WRITTEN CONSENT IS FIRST OBTAINED.  UPON COMPLETION OR TERMINATION OF THIS ORDER, OR SOONER IF REQUESTED BY BUYER, SELLER SHALL RETURN ALL SUCH ITEMS TO BUYER OR MAKE SUCH DISPOSITION THEREOF AS MAY BE DIRECTED OR APPROVED BY BUYER. 

9. COMPLIANCE STATUTORY OR REGULATORY REQUIREMENTS - SELLER WARRANTS THAT ALL OF THE PRODUCTS AND SERVICES TO BE FURNISHED HEREUNDER WILL BE MANUFACTURED AND SUPPLIED IN ACCORDANCE WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, RULES AND REGULATIONS.  SELLER AGREES TO INDEMNIFY AND HOLD HARMLESS BUYER FOR ALL DAMAGES ASSESSED AGAINST BUYER AS A RESULT OF SELLER'S FAILURE TO COMPLY WITH THE APPLICABLE LAWS, REGULATIONS AND STANDARDS. 

10. PATENTS - SELLER REPRESENTS AND WARRANTS THAT THE PURCHASE, SALE OR USE OF THE PRODUCTS DELIVERED UNDER THIS ORDER WILL NOT INFRINGE ANY UNITED STATES OR FOREIGN PATENTS AND AGREES TO DEFEND AND INDEMNIFY BUYER AGAINST SUCH CLAIMS OR LIABILITY. 

11. LIABILITY - SELLER HEREBY ASSUMES ALL LIABILITY FOR ALL DAMAGE OR INJURY CAUSED BY OR TO SELLER'S WORKERS WHILE ENGAGED IN THE EXECUTION OF THIS ORDER. 

12. FORCE MAJEURE - NEITHER PARTY SHALL BE LIABLE FOR DELAYS OR DEFAULTS DUE TO ACTS OF GOD, ACTS OF GOVERNMENT AUTHORITY, ACT OF PUBLIC ENEMY, WAR, FIRES, FLOODS, EPIDEMICS, STRIKES, LABOR TROUBLES, FREIGHT EMBARGOES OR CAUSES OR CONTINGENCIES REASONABLY BEYOND ITS CONTROL, BUT THIS PARAGRAPH SHALL NOT PREVENT BUYER FROM CANCELING IN ACCORDANCE WITH PARAGRAPH 2 HEREOF. 

13. CASH DISCOUNTS - IF ANY, SHALL BE COMPUTED AS COMMENCING WITH RECEIPT OF THE INVOICE OR MATERIALS, WHICHEVER IS LATER.  PRICES, UNLESS OTHERWISE NOTED, INCLUDE ALL APPLICABLE FEDERAL, STATE AND LOCAL TAXES. 

14. ASSIGNMENT - SELLER SHALL NOT ASSIGN THIS ORDER OR ANY PART THEREOF WITHOUT CONSENT OF BUYER; SUCH CONSENT SHALL NOT RELEASE SELLER FROM ITS OBLIGATIONS AND LIABILITIES.

15. CONTROLLING LAW – THIS CONTRACT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA. SELLER AGREES THAT IN THE EVENT OF A DISPUTE WITH BUYER PERTAINING TO THE TERMS HEREOF, SUIT MAY BE BROUGHT BY BUYER AGAINST SELLER, AT THE OPTION OF THE BUYER, IN EITHER ORLANDO, FLORIDA USA, OR IN ANY CITY IN WHICH THE SELLER MAINTAINS A REGULAR PRINCIPAL PLACE OF BUSINESS.