Terms & Conditions for Würth Louis and Company's Purchase of Products

Supplier represents and warrants to WLAC, and to all persons using Supplier's products (“Products”), either purchased directly or indirectly from WLAC or its affiliates, that all Products will: (a) comply with all applicable federal, state, and local laws, codes (including but not limited to building codes), statutes, ordinances, rules, regulations and requirements of the country of origin, the country of transit, or any applicable country or jurisdiction, and orders of any governmental or regulatory authority, including but not limited to the Consumer Product Safety Act; the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act; the Fair Packaging and Labeling Act; the Textile Fiber Products Identification Act; the Flammable Fabrics Act; the Wool Products Labeling Act; the Federal Food, Drug, Cosmetic Act; the Federal Hazardous Substances Act; and the Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65); all applicable rules and regulations regarding maximum volatile organic compound content and associated markings; all applicable rules and regulations regarding fees, assessments and recordkeeping requirements associated with the sale of pesticides; the Federal Energy Policy and Conservation Act; all applicable rules and regulations of the Federal Trade Commission, the U.S. Food and Drug Administration, and any other federal, state, or local agency (collectively, the “Law” or the “Laws”), and that any changes to the Products hereafter made by Supplier shall comply with all applicable Laws; (b) match specifications set forth in each WLAC order for Products (each is an “Order”); (c) be new, of good quality, merchantable, and free and clear of any and all liens and encumbrances; (d) be free from all defects in material and workmanship; (e) be fit and appropriate for their intended purposes; and (f) not infringe on any actual or alleged patent, design, trade name, trademark, copyright, trade secret, or any right or entitlement of any third party. If any conflict shall exist between the terms of any written Order submitted by WLAC and these Terms and Conditions, the terms of such Order shall control.

Supplier will: (a) follow any special labeling requests agreed upon; (b) provide WLAC with current safety data sheets (“SDS”) and Product instructions; (c) accurately and properly label and package all Products; (d) comply with applicable Laws and any designated lab tests; (e) not infringe on any third party's intellectual property rights; (f) ship each Order with a packing list specifying WLAC's Order number, Supplier's Product item number and quantity per item; (g) attach the packing slip to the shipment or to the carrier's bill of lading; (h) ship all Products in durable packaging that is able to withstand the applicable mode of transportation, handling and weather conditions without damage; and (i) clearly mark Product packages with Supplier's Product item numbers and quantity, and applicable “universal product bar code”.

Supplier will be responsible for all processing of Product recalls and reimburse WLAC for any associated costs incurred by WLAC.

Supplier shall immediately indemnify, defend with counsel acceptable to WLAC, and hold WLAC and its affiliates, successors and assigns harmless from and against any and all losses, claims, judgments, Product defects and recalls, civil penalties, actions, costs, liabilities, damages, and expenses (including attorneys' and accountants' fees and expenses) (collectively “Losses”), which arise from and/or in any way relate to any: (a) acts or omissions of Supplier; (b) Products; (c) Supplier's breach of any representations, warranties, covenants or agreements; (e) infringement by Supplier or Products of any third party's intellectual property rights; and (f) Supplier's violation of any applicable Law. All Losses, including but not limited to attorneys' fees and expenses, incurred by WLAC due to Supplier's or failure to follow any or all of the terms of any Order will be charged to Supplier. Supplier will promptly reimburse WLAC for all such Losses, and Supplier further agrees that, at WLAC's option, WLAC may deduct such Losses from any sum then or thereafter owing to Supplier by WLAC under these Terms and Conditions or under any other agreement between Supplier and WLAC or any of its affiliates.

Supplier shall procure and maintain commercial general liability insurance, including but not limited to product liability insurance naming with WLAC, its parent, affiliates, and subsidiaries as additional insureds, requiring that Supplier's insurance be the primary policy with respect to any loss. Supplier will provide certificates of insurance acceptable to WLAC within thirty (30) days after the commencement of each policy period or change in coverage, and more often if requested by WLAC.

Supplier authorizes WLAC to return all or part of the Products, paying only for any Products retained and returning the balance at Supplier's expense, if: (a) Supplier breaches its representations, warranties, covenants or agreements provided in these Terms and Conditions or provided in other agreements, Orders or contracts with WLAC; (b) Products received do not conform to the Order; (c) Supplier fails to comply with any of the terms or conditions of any Order or these Terms and Conditions; (d) a claim is made that Products infringe on any intellectual property or similar entitlement of any third party; or (e) Supplier files or is the subject of a petition in bankruptcy, becomes insolvent, makes any assignment or arrangement with or for the benefit of creditors, or a receiver or person acting in a similar capacity is appointed for Supplier or its property.

Supplier grants WLAC and its affiliates the non-exclusive, perpetual, worldwide, royalty-free right and license to use, copy and display any of Supplier's trademarks applicable to the Products, and all Product information, data, images, Supplier publishes or furnishes to WLAC during the term of the Order (“Supplier Content”), all of which, Supplier represents and warrants, will be accurate and complete. Supplier agrees to revise, update, and resubmit Supplier Content promptly upon discovering it is inaccurate or incomplete.

Except as may otherwise be agreed by WLAC in writing, all Orders will be deemed “FOB Destination” (as defined in the California Uniform Commercial Code). Legal title to the Products will pass to WLAC upon WLAC's acceptance of the Products at the designated final destination, provided that the Products are delivered in good condition and conform to all representations. WLAC will not incur any liability for insuring or paying duty on the Products. Risk of loss shall not pass to WLAC until legal title passes.

There shall be no changes or modifications to any Order, nor any under-shipment or over-shipment of quantities unless expressly agreed to in writing by authorized agents of both WLAC and Supplier. Supplier will promptly communicate to WLAC if any Products are on back-order and provide estimates and updates as to Product availability. Neither additional or different terms nor the furnishing by Supplier of additional documents shall modify the Order. Any and all such additional or different terms are rejected by WLAC, and WLAC's failure to object specifically to such additional or different terms will not be a waiver of these Terms and Conditions. Time is of the essence of any Order.

Supplier will not reject any Order submitted that complies with these Terms and Conditions unless Supplier has provided at least ninety (90) days prior written notice that it will not accept Orders after a specified date.

If Supplier reduces its regular selling price for any Product before shipment, Supplier agrees to apply the reduced price to all unshipped Orders for such Products. Price protection shall also be provided on special quotations issued by Supplier with a valid quote number and shall be good through one hundred twenty (120) days after date of quotation. No changes in price, quantity, unit of measure or modifications to any Order or Product are permitted except as maybe approved by WLAC in writing prior to shipment. No increased price for any Product shall be effective until thirty (30) days after WLAC receives written notice of such change.

With respect to selection of carrier and freight costs, the Order shall specify either (a) “Prepaid”, in which event Supplier selects the carrier for delivery and the freight cost is included in the price of the Products; or (b) “Prepaid & Add”, in which event Supplier selects the carrier for delivery but the freight cost for delivery is not included in the price of the Products and is added to the price on the Supplier's invoice; or (c) “Collect”, in which case the Order will specify the carrier for delivery or will provide instructions for Supplier to coordinate the carrier for delivery. In the absence of any specification in the Order, Supplier will ship all Product “Prepaid”.

Supplier agrees that WLAC need not inspect Products or packaging before re-sale, and that Supplier's warranties shall survive any inspection, installation, acceptance, and any payment by WLAC and its customers. Notice of defects in the Products or of any other breach by Supplier under the terms of any Order, or these Terms and Conditions, will be considered made within a reasonable time, if promptly made within thirty (30) days after being discovered by WLAC or after notification is given to WLAC by its customers or the user of the Product.

WLAC's payment obligation shall arise only on the later of: (a) its receipt of Products; or (b) its receipt of a complete and correct invoice from Supplier for such Products. Unless otherwise provided in the Order or other written agreement, payment terms measured from such date shall be two percent (2%) discount for payment within fifteen (15) days, and net payment required in forty-five (45) days.

LIMITATION OF DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, LOST PROFITS OF ANY KIND, DIRECT OR INDIRECT, BUSINESS REVENUES, BUSINESS INTERRUPTION AND THE LIKE), ARISING FROM OR RELATING TO THE RELATIONSHIP BETWEEN SUPPLIER AND WLAC, INCLUDING ALL PRIOR DEALINGS AND AGREEMENTS, OR THE CONDUCT OF BUSINESS UNDER OR BREACH OF THIS AGREEMENT OR ANY ORDER, CANCELLATION OF ANY ORDER OR ORDERS OR THE TERMINATION OF BUSINESS RELATIONS, REGARDLESS OF WHETHER THE CLAIM UNDER WHICH SUCH DAMAGES ARE SOUGHT IS BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, STATUTE, REGULATION OR ANY OTHER LEGAL THEORY OR LAW, EVEN IF WLAC OR SUPPLIER HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT LIMIT THE SPECIFIC RIGHTS AND REMEDIES EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING SECTIONS 3 AND 4, OR LIMIT LIABILITY FOR NEGLIGENT OR WILLFUL BREACH OF THESE TERMS AND CONDITIONS.

Any dispute or action arising out of, relating to or concerning these Terms and Conditions or any Order will be brought exclusively in courts located in Orange County, California. The Laws of the State of Delaware, excluding its conflicts of Law rules, shall govern each Order, and all disputes arising out of or relating thereto. The parties specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to (a) the sale of goods by Supplier to WLAC, (b) the contractual relationship between them, and (c) the construction, validity, enforcement, and interpretation of any Order.

WLAC may revise these Terms and Conditions from time to time. Such revisions will be available on the WLAC's website at www.wurthlac.com/Terms-and-Conditions-for-WLACs-Purchase-of-Products-from-Suppliers. Supplier acknowledges and agrees that all Orders shall be subject to these Terms and Conditions as they appear on such website as of the date of the Order, and that Supplier shall visit the website periodically to be aware of and review any such revisions to the Terms and Conditions.