Purchase Order Terms and Conditions

1. Acceptance

This Purchase Order (“PO”) constitutes Buyer’s offer to purchase the goods and/or services described herein. Acceptance of this PO occurs upon Seller’s written acknowledgment, commencement of performance, shipment of goods, provision of services, or acceptance of payment.

Any additional or different terms proposed by Seller are expressly rejected and shall not apply unless specifically agreed to in writing by an authorized representative of ACI Plastics, Inc. (“Buyer”).

2. Entire Agreement

This PO, together with any specifications, drawings, attachments, and documents incorporated by reference, constitutes the entire agreement between Buyer and Seller with respect to the goods and services covered herein and supersedes all prior discussions, proposals, quotations, or agreements relating thereto.

3. Pricing

Prices stated in this PO are firm and shall not be increased without Buyer’s prior written approval.

Seller warrants that the prices charged are no less favorable than prices currently extended to any other customer purchasing similar quantities under similar conditions.

Unless otherwise specified, all prices include packaging, handling, and delivery charges.

4. Delivery

Time is of the essence.

Seller shall deliver all goods and perform all services in accordance with the delivery dates specified in this PO.

Buyer reserves the right to:

• Cancel all or part of this PO for late delivery;
• Refuse shipments made in advance of scheduled dates;
• Recover damages resulting from delayed performance.

Acceptance of late deliveries shall not constitute a waiver of Buyer’s rights.

5. Shipment and Risk of Loss

Seller shall properly package, mark, and ship goods in accordance with industry standards and applicable laws.

Title and risk of loss shall pass to Buyer only upon receipt and acceptance of the goods at Buyer’s designated destination.

Shipments must include packing lists identifying:

• Purchase Order number;
• Part numbers;
• Quantities;
• Description of goods.

6. Inspection and Acceptance

All goods and services are subject to inspection and approval by Buyer after delivery.

Buyer may reject any goods or services that:

• Fail to conform to specifications;
• Are defective or damaged;
• Are improperly packaged;
• Differ from approved samples;
• Fail to meet applicable laws or standards.

Rejected goods may be:

• Returned at Seller’s expense;
• Repaired by Seller;
• Replaced by Seller; or
• Credited in full, at Buyer’s option.

Payment shall not constitute acceptance.

7. Warranties

Seller warrants that all goods and services furnished under this PO shall:

• Be new and of merchantable quality;
• Be free from defects in materials, workmanship, and design;
• Conform to all specifications, drawings, samples, and descriptions;
• Be fit for their intended purpose;
• Be free of liens and encumbrances;
• Comply with all applicable laws, regulations, and industry standards.

These warranties shall survive inspection, acceptance, delivery, and payment.

If any warranty is breached, Buyer may, at its option:

• Require repair;
• Require replacement;
• Return goods for full refund;
• Recover damages and associated costs.

8. Compliance with Laws

Seller shall comply with all applicable federal, state, local, and international laws, regulations, rules, and ordinances relating to:

• Labor practices;
• Environmental requirements;
• Product safety;
• Transportation;
• Import/export controls;
• Occupational safety.

Seller shall provide all required certifications, safety data sheets, and regulatory documentation upon request.

9. Indemnification

Seller shall defend, indemnify, and hold harmless ACI Plastics, Inc., its officers, directors, employees, agents, affiliates, successors, and customers from and against all claims, damages, losses, liabilities, penalties, fines, judgments, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

• Defective goods or services;
• Seller’s negligence or misconduct;
• Seller’s breach of this PO;
• Bodily injury, death, or property damage;
• Failure to comply with applicable laws;
• Intellectual property infringement claims.

10. Insurance

Seller shall maintain adequate insurance, including:

• Commercial General Liability Insurance;
• Product Liability Insurance;
• Workers’ Compensation Insurance;
• Employer’s Liability Insurance;
• Automobile Liability Insurance (where applicable).

Upon request, Seller shall provide certificates of insurance evidencing such coverage.

11. Intellectual Property

Seller warrants that the goods and services supplied under this PO do not infringe any patent, trademark, copyright, trade secret, or other intellectual property right.

Seller shall defend, indemnify, and hold Buyer harmless from any claim alleging infringement.

12. Confidentiality

All information furnished by Buyer shall remain confidential and shall not be disclosed to any third party without Buyer’s prior written consent.

Seller shall use confidential information solely for purposes of fulfilling this PO.

These obligations survive completion or termination of this PO.

13. Changes

Buyer may make changes concerning:

• Specifications;
• Quantities;
• Packaging;
• Delivery schedules;
• Shipping instructions.

Seller shall promptly notify Buyer of any resulting changes in cost or delivery schedule. No adjustment shall be valid without Buyer’s written approval.

14. Termination for Convenience

Buyer may terminate this PO, in whole or in part, at any time upon written notice.

In such event, Buyer’s liability shall be limited to:

• Goods accepted prior to termination; and
• Reasonable documented costs incurred before termination that cannot be mitigated.

Seller shall cease work immediately upon receiving notice.

15. Termination for Cause

Buyer may terminate this PO immediately if Seller:

• Fails to deliver on time;
• Breaches any term of this PO;
• Becomes insolvent;
• Files bankruptcy;
• Ceases business operations.

Termination shall be in addition to any other remedies available to Buyer.

16. Force Majeure

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, governmental actions, labor disputes, pandemics, or transportation interruptions.

The affected party shall promptly notify the other party of the event and use reasonable efforts to minimize the delay.

17. Assignment

Seller shall not assign, transfer, subcontract, or delegate any obligation under this PO without Buyer’s prior written consent.

Any attempted assignment without consent shall be void.

18. Setoff

Buyer may offset any amounts owed by Seller against amounts payable by Buyer under this PO or any other agreement between the parties.

19. Audit Rights

Buyer shall have the right, upon reasonable notice, to audit Seller’s records relating to pricing, quality, compliance, and performance under this PO.

Seller shall retain applicable records for a minimum of three (3) years following completion of the PO.

20. Limitation of Seller’s Remedies

Seller’s sole remedy for any claim arising out of this PO shall be the recovery of unpaid amounts due for goods accepted by Buyer.

Under no circumstances shall Seller recover incidental, consequential, special, punitive, or lost-profit damages.

21. Governing Law and Venue

This Purchase Order shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to conflict-of-law principles.

Any legal action or proceeding arising out of or relating to this Purchase Order shall be brought exclusively in the state or federal courts located in St. Louis County, Missouri, and Seller irrevocably consents to the jurisdiction and venue of such courts.