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.


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.


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 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.


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.


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.


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 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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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


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.

[N] Counterfeit Parts

The seller shall plan, implement, and control processes, appropriate to the organization and the product, for the prevention of counterfeit or 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 product and their quality system. Any vendor wishing to know their rating can request it from the purchasing manager.

[P] Business Conduct

a. Compliance with Laws. Seller and the Items shall comply with all applicable statutes and government rules, regulations and orders. Without acting as a limitation, Seller shall comply with (i) 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; and (ii) the requirements of the Foreign Corrupt Practices Act, as amended, ("FCPA") (15 U.S.C. §§78dd-1, et. seq.), regardless of whether Seller is within the jurisdiction of the United States, and Seller shall, neither directly nor indirectly, pay, offer, give, or promise to pay or give, any portion of monies or anything of value received from 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. 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 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. Buyer is committed to providing a safe and secure working environment and the protection and advancement of basic human rights in its worldwide operations. In furtherance of this commitment, 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. Buyer strongly encourages Seller to adopt and enforce concepts similar to those embodied in the Code, including conducting 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. Further, any material violation of law by Seller relating to basic working conditions and human rights, including laws regarding slavery and human trafficking, of the country or countries in which Seller is performing work under this Contract may be considered a material breach of this Contract for which Buyer may elect to cancel any open orders between Buyer and the Seller for cause in accordance with the "Events of Default and Remedies" Section. Seller shall include the substance of this clause, including this flow-down requirement, in all subcontracts awarded by Seller for work under this Contract.

d. Environmental Health and Safety Performance. Seller acknowledges and accepts full and sole responsibility to maintain an environment, health and safety management system ("EMS") appropriate for its business throughout the performance of this Contract. Buyer expects that Seller's EMS will promote health and safety, environmental stewardship, and pollution prevention by appropriate source reduction strategies. Seller shall convey the requirement of this clause to its suppliers. Seller shall not deliver Items that contain any asbestos mineral fibers.

e. Seller Facility. Seller shall provide Buyer written notice of any proposed plans for moving 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. Seller agrees that 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.

- Zip-Chem Terms & Conditions and Quality Clauses, Rev. 08/09/2017

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