TERMS AND CONDITIONS  

HARLAN GLOBAL TERMS AND CONDITIONS

As used in this purchase order, “Order” shall mean this purchase order and all attachments, exhibits, and documents to which reference is made. “Material” shall mean the goods and services covered by the Order. “Seller” shall mean the person, corporation in whose name this Order is issued. All the documents contained in the Order shall be complementary to each other. Anything required by one shall be brought to the attention of the Purchaser, whose interpretation thereof shall be conclusive. The Order supersedes and replaces all prior agreements and understandings relating to the Material. The course of dealing between Seller and the Purchaser shall not be effective as a waiver of any of the terms of the Order. Seller may accept the Order by commencement of any work on the Material, shipment of any of the Material, or by written acknowledgment of the Order. The Order is subject to acceptance only on the terms and conditions contained in the Order. The terms of a written acknowledgment or other document shall not be effective to amend, supplement, or negate any of the terms of the Order but shall constitute acceptance of all the terms of the Order. If the Order is deemed to be the acceptance of Seller’s offer, such acceptance is expressly limited to the terms of the Order, and Purchaser specifically objects to any different or additional terms, whether or not material, contained in such offer. The purchaser may make changes in the quantity, character, specifications, delivery, and other terms of the Order at any time by written change order signed by the same authority that signed the Order. The Price and delivery dates set forth in the Order shall be equitably adjusted for any such change, using the unit prices and volume discounts for changes in quantity and an amount agreed as follows for other changes. Within ten (10) days after receipt of any change order, Seller shall provide Purchaser a detailed, itemized statement of any change in price or delivery date. Any claim for an increase in price or delay in delivery shall be deemed waived unless made within such period. The seller shall proceed with changes directed by the change of order pending agreement on any adjustment to the price or delivery terms. No amendments, substitutions, or other changes to this Order shall be effective unless set forth in writing and signed by the same authority that signed the Order. Seller shall give Purchaser at least five (5) days’ notice and shall perform all regular production tests on the Material without additional charge to Purchaser. Purchaser and its representatives shall have the right to enter any premises where any work on the Material is being conducted for the purpose of witnessing such work, verifying quality assurance systems, procedures, and records, and inspecting the Material and expediting the delivery of Material. Such inspections shall not be an acceptance of any work performed and shall not relieve Seller of its obligations under the Order. All Material shall be subject to final inspection and acceptance for a reasonable period after receipt by Purchaser and may be rejected for failure to comply with the Order at any time before final inspection or within a reasonable time after final inspection if the nonconformity could not be detected by reasonable inspection. Time is of the essence of the Order. Seller shall answer questions about production status and delivery date of the Material. Seller shall have no liability for any delay in delivery arising solely from causes that are beyond its control and the control of its vendors, and not reasonably foreseeable, including but not limited to delays arising from strikes, fire, floods, explosions, riots, epidemics, pandemics, wars, acts of public enemies, acts of governments and civil commotion, supply bottlenecks. In order for any such event to excuse a delay, Seller must notify Purchaser of its occurrence within five (5) days and take all reasonable action to overcome its effect. All material shall be delivered F.O.B. to the locations specified in the Order, by carriers and routes designated by the Purchaser. Shipping cost and insurance is paid by Purchaser in advance to shipment. Original bills of lading shall be included with each shipment. All shipments shall contain an itemized packing list containing Purchaser’s order number, weight, description, and Seller’s count. All invoices shall be submitted in duplicate and shall reference the Purchaser’s order number. A copy of the bill of lading shall be submitted with each invoice containing freight charges accompanied by a copy of the freight bill paid Limitation of Liability. In no event shall Harlan Global Manufacturing, LLC be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, loss of revenue, loss of business opportunity, downtime, substitute equipment costs, or claims by third parties, regardless of the legal theory asserted, even if advised of the possibility of such damages. Seller's total cumulative liability arising out of or relating to this Purchase Order shall not exceed the purchase price actually paid for the specific product giving rise to the claim. Late Payment. Any invoice not paid within thirty (30) calendar days from the invoice date shall accrue interest at the rate of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by applicable law, whichever is less, until paid in full. Buyer shall also be responsible for all reasonable costs incurred by Seller in collecting overdue amounts, including attorneys' fees, court costs, collection agency fees, and other related expenses.

Third-Party Claims / Indemnification Buyer agrees to defend, indemnify, and hold harmless Harlan Global Manufacturing, LLC, its affiliates, officers, directors, employees, successors, and assigns from and against any and all claims, demands, actions, damages, liabilities, losses, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: Buyer’s use, operation, maintenance, modification, misuse, resale, lease, or transfer of the products after delivery; Claims asserted by any third party who is not a party to this Purchase Order or otherwise not contractually bound to Harlan Global Manufacturing, LLC; Buyer's failure to properly maintain, inspect, service, operate, or train personnel in the use of the products in accordance with Harlan Global's manuals, instructions, safety requirements, and maintenance schedules; Unauthorized alterations, repairs, or modifications performed by Buyer or any third party; Buyer's representations, warranties, or commitments made to third parties that exceed or differ from those expressly provided by Harlan Global Manufacturing, LLC. This indemnification obligation shall survive delivery, acceptance, payment, termination, expiration, and completion of this Purchase Order.