Purchase Order Terms and Conditions / Supplier Terms and Conditions

1. ENTIRE AGREEMENT: This Purchase Order including the terms and conditions set forth herein, the terms of T-H Marine’s Statement of Basic Standards found at https://thmarine.com/supplier-legal-policies, and any specification, drawing or other documents furnished to Seller by Buyer in connection herewith, when accepted by Seller, shall be the entire agreement of the parties relating to the product(s) or service(s) ordered hereunder and shall supersede any other agreement whether written or oral. No modification of any part hereof shall be binding unless in writing and signed by Buyer. DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS IN SELLER’S RESPONSES ARE HEREBY REJECTED AND NO SUBSEQUENT CONDUCT OF BUYER SHALL BE DEEMED TO BE AN ACCEPTANCE OF DIFFERENT OR ADDITIONAL TERMS.

2. ACCEPTANCE OF OFFER: This Purchase Order constitutes an offer by Buyer. Seller may accept this offer in writing or by delivery of all or part of the product(s) or service(s) specified herein, but such acceptance is expressly limited to the specific terms and conditions contained in this Purchase Order and the terms of T-H Marine’s Statement of Basic Standards found at https://thmarine.com/supplier-legal-policies.

3. WARRANTIES: Seller warrants that it has absolute title and full right to dispose of all product(s) and service(s) delivered or provided hereunder, that the product(s) are now and at the time of delivery shall be free of any security interest, lien or encumbrance, and that all product(s) and service(s) provided hereunder shall conform to the descriptions and specifications set forth or referred to herein. Seller further warrants, in addition to all other warranties, that the products and services to be furnished hereunder shall be new, unless otherwise specified, and free from defects in design, materials, workmanship and title and shall conform to Buyer's specifications, drawings, and data and shall be fit for the use intended by Buyer. Said warranties shall be in addition to any warranties of additional scope given to Buyer by Seller and in addition to any implied warranties and conditions arising thereunder. Vendor hereby extends all such warranties to Buyer’s customer, as well as Buyer.

4. INSPECTION: Buyer reserves the right of inspection prior to final acceptance and such inspection and acceptance shall be at Buyer’s premises by Buyer. Buyer may inspect goods at Seller’s plant but inspection by Buyer prior to delivery does not relieve Seller from responsibility of furnishing goods in strict compliance with specifications, nor preclude Buyer’s subsequent rejection. Buyer may at its election correct any non- conforming product(s) and service(s) at Seller’s expense or may at Buyer’s option hold rejected product(s) at Seller’s risk or return them to Seller at Seller’s expense. Payment by Buyer shall not be construed as constituting acceptance of product(s) or service(s). Inspection may involve sampling or testing, and Buyer’s acknowledgement of delivery does not constitute final acceptance hereunder.

5. DELIVERY: Unless otherwise agreed by the parties, in writing, each package shall be numbered and labeled by Seller with Buyer’s Purchase Order number, part number, contents and weight, shall contain an itemized packing slip and shall be properly packed for shipment. Invoices must accurately reflect price and quantity and show terms of payment and delivery. Bills of lading, express receipts, invoices, etc. must be sent forward on the day shipment is made and all shipments must be made in the name of the Seller. Delivery shall be made F.O.B. Buyer’s premises unless otherwise specified by Buyer. Notwithstanding any agreement to pay freight, express or other transportation charges, the risk of loss or damage in transit shall be upon Seller. Title shall pass to Buyer on delivery of the conforming product(s) to Buyer’s premises. Delivery shall not be complete until the product(s) have been received, inspected and accepted by Buyer as provided in ¶4. TIME IS OF THE ESSENCE IN CONNECTION WITH DELIVERY HEREUNDER. If any product(s) or service(s) are not delivered within the time specified in this Purchase Order or within a reasonable time, if no time is so specified, or if Seller is not in compliance with any schedule or timetable developed hereunder, Buyer, in addition to other remedies, shall have the right to refuse to accept such product(s) or service(s) and/or terminate this Purchase Order.

6. TERMINATION: Buyer may terminate this Purchase Order for any reason at any time in whole or part as to undelivered product(s) or as to unperformed service(s). In such event, provided Seller is not in default as to any requirement hereunder and excluding termination under ¶5 for late delivery or noncompliance with scheduling, Buyer and Seller will negotiate an equitable settlement of the terminated portion, which settlement shall consist only of Seller’s actual costs to the date of termination, including an allowance for obsolescence, rework or scrappage, if any, but only for work in process within Seller’s normal manufacturing cycle required to meet the delivery schedule, plus a reasonable profit thereon, less any value thereof to Seller. In no event shall such settlement exceed the amount which have been payable hereunder for such terminated portion.

7. BUYER’S INFORMATION/CONFIDENTIALITY: Any specifications, drawings, sketches, models, samples, patterns, dies or other tools, technical information or data, written, oral or otherwise (all hereinafter called “Information”), furnished to or left with Seller by Buyer in contemplation hereof or in connection herewith shall be and remain Buyer’s property and shall be kept confidential by Seller. All copies of such Information in written, graphic, or other form upon completion of performance under this Purchase Order by Seller shall be returned to Buyer unless directed otherwise by Buyer, in which case Seller shall follow Buyer’s directions with respect to the destruction of such Information and upon such destruction Seller shall confirm that fact to Buyer in writing.

8. INFRINGEMENT OF PATENTS, PROPRIETARY INFORMATION, TRADE-MARKS OR COPYRIGHTS: Seller shall indemnify and hold harmless Buyer, its customers and agents, for any costs, loss, damage, expense, or liability including, but not limited to, attorney’s fees and costs of litigation that may result by reason of any claim, suit, action or proceeding by reason of alleged infringement of any patent, proprietary information, design, appearance, trademark or copyright or alleged unfair competition based on the manufacture, use, sale, delivery or disposal of the product(s) furnished under this Purchase Order, as well as for the cost of replacing such product(s).

9. INDEMNITY: To the fullest extent permitted by law, and without limiting any other rights or remedies, Seller agrees to indemnify and hold Buyer harmless from any and all penalties, claims and liability asserted by any person or party against Buyer, including but not limited to all costs, expenses, attorney’s fees and costs of litigation, and despite the sole or concurrent or gross negligence of Buyer, caused by, incident to or resulting from the product(s) or service(s) supplied pursuant to this Purchase Order, or arising from or related to any acts or failure to act, in whole or in part, of Seller, its agents or employees, in the performance of any aspect of this Purchase Order.

10. NON-WAIVER: The failure of Buyer to insist upon strict performance of any term or condition herein shall not be deemed to be a waiver of any rights or remedies that the Buyer shall have and shall not be deemed to be a waiver of any subsequent default of such term or condition by Seller.

11. COMPLIANCE WITH LAWS: Seller warrants its compliance with all applicable federal, state and local laws and regulations in the performance of this Purchase Order and with respect to the products and services, including, without limitation, all applicable labor laws.

12. INSOLVENCY: Buyer may forthwith cancel this Purchase Order or any contract resulting from the acceptance of this Purchase Order in the event of the happening of any of the following or of any other comparable event: insolvency of Seller, the admission in writing by Seller of the inability to pay its debts; the filing by Seller of a voluntary petition in bankruptcy; the entry of any order for relief in an involuntary bankruptcy case against the Seller; the appointment of a receiver or trustee for Seller; or the execution by Seller of an assignment of substantially all its assets for the benefit of creditors.

13. APPLICABLE LAW/REMEDIES: This Purchase Order shall be governed by the laws of the State of Alabama, U.S.A., without regard to such State’s principles of conflicts of laws. Buyer and Seller shall seek to amicably resolve any dispute between them. Further, the Circuit Court of Madison County, Alabama, shall be the exclusive forum for any litigation between Buyer and Seller. Buyer acknowledges and hereby waives any and all challenges to personal jurisdiction in the State of Alabama and also waives any right to seek the transfer of venue for any reason whatsoever. Reference to specific remedies herein does not exclude other available remedies.

14. PRICES: Prices of product(s) or service(s) covered by this Purchase Order shall not be increased except with the prior written consent of Buyer. Buyer shall be entitled to and protected against declining prices on any undelivered portion of this Purchase Order. Seller may elect to meet price reductions of other vendors or its own lower prices to other purchasers, but if Seller should refuse to do so, Buyer shall have the right to cancel any undelivered portions of this Purchase Order without cost to Buyer.

15. ASSIGNMENT: Seller shall not assign its rights or delegate its performance, in whole or in part, under this Purchase Order without the prior written consent of Buyer and any attempted assignment thereof without such written consent shall be totally void and ineffective without the prior written consent of Buyer.

16. CAPTIONS: Titles or captions contained in these terms and conditions are inserted only as a matter of convenience and for reference, and shall in no way define, limit, extend, or describe the scope or intent of these terms and conditions or of any provision hereof.

17. COSTS AND EXPENSES: Seller shall reimburse Buyer for any and all costs and expenses, including, without limitation, reasonable attorneys’ fees, which Buyer may incur in connection with Buyer’s enforcement, whether affirmatively or defensively, of these terms and conditions.

18. REVISIONS: Buyer may from time to time update and revise these terms and conditions without notice to Seller. For each order, Seller agrees to be bound by the version of these terms and conditions in effect at the time of Buyer’s acceptance or acknowledgement of such order. Seller may obtain a copy of the current version of these terms and conditions by requesting same from Buyer.