Supplier Terms and Conditions

DEFINITIONS
“Purchaser” means Karcher North America, Inc., a Delaware corporation. “Seller” means the party to whom this Purchase Order is addressed on the face hereof. “Goods” means the items being ordered pursuant to this Purchase Order. “Purchase Order” means the purchase order set forth on the face hereof.

ACCEPTANCE OF PURCHASE ORDER
This Purchase Order is not binding on Purchaser until Seller accepts the Purchase Order in writing or starts to perform in accordance with the Purchase Order. Purchaser may withdraw the Purchase Order at any time before it is accepted by Seller.

CHANGE ORDER
Purchaser reserves the right to modify this Purchase Order at any time prior to the shipment of the Goods and in any respect it deems necessary by the issuance of a written change order directed to Seller. Upon the issuance of such change order, Purchaser and Seller shall endeavor to reach such adjustment in price as may be equitable by reason of such change order.

PRICE
The price to be charged to Purchaser for the Goods shall be the price set forth on the face hereof or if no price is stated, the least of the following amounts: (a) the last price charged by Purchaser to Seller for the Goods; (b) the last price quoted by Purchaser to Seller for the Goods; (c) Seller’s list price for the Goods; (d) the lowest price therefor offered by Seller for the Goods; or (e) the market price for the Goods at the date and place of delivery. Unless otherwise stated, the contract price includes all applicable federal, state and local taxes, and all other amounts attributable to import/export, sale, transportation, delivery or storage of any of the Goods which Seller shall solely be responsible for paying.

DELIVERY DATE
Seller shall deliver the Goods in the quantities and on the date(s) specified in this Purchase Order or as otherwise agreed in writing by the parties (the "Delivery Date"). Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, Purchaser may terminate the Purchase Order immediately by providing written notice to Seller and Seller shall indemnify Purchaser against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the Goods on the Delivery Date.

PACKAGING; SHIPPING
The Goods shall be labeled with the Purchaser part number, description, Seller part number, quantity, Purchase Order number and packaged in accordance with Purchaser's specifications or if none is stated, in such a manner as may be required for the protection of the Goods from damage or destruction by any hazard prior to acceptance of the Goods by Purchaser. Each shipment shall be accompanied by a packing slip that includes the Purchaser part number with a copy thereof being directed to Purchaser. If a packing slip is not so provided, Purchaser’s determination of the count or weight of the Goods actually delivered shall be conclusive and binding on Seller. Unless otherwise agreed to by Purchaser; all Goods will be delivered to Purchaser DAP (Incoterms 2010) to the address specified on this Purchase Order (the “Delivery Location”).

TITLE; RISK OF LOSS
Title and risk of loss passes to Purchaser upon delivery of the Goods to the Delivery Location.

INSPECTION AND REJECTION OF NONCONFORMING GOODS
The Purchaser has the right to inspect the Goods on or after the Delivery Date. Purchaser, at its sole option, may inspect all or a sample of the Goods, and may, in its sole discretion, reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Purchaser rejects any portion of the Goods, Purchaser has the right, effective upon written notice to Seller, to: (a) rescind the Purchase Order in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Purchaser requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective Goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Purchaser terminate this Purchase Order. Any inspection or other action by Purchaser under this Section shall not reduce or otherwise affect Seller's obligations under the Purchase Order, and Purchaser shall have the right to conduct further inspections after Seller has carried out its remedial actions.

WARRANTY
Seller represents and warrants that (a) good and merchantable title to the Goods shall be transferred to Purchaser upon acceptance of the Goods and that the Goods shall be free and clear of any liens, encumbrances or claims of any nature whatsoever; (b) the Goods shall conform to Purchaser’s specifications or if none is given, to samples thereof and that the Goods shall be delivered free of defects in material and workmanship; (c) the Goods shall be merchantable and fit for the purpose for which such Goods are ordinarily used; (d) the Goods shall be without variation and shall be even kind, quality and quantity within each unit and among all units; and (e) all applicable federal, state, and local laws, rules and regulations including executive and agency orders, shall be complied with relating to the manufacture, processing, fabrication, handling, shipping and delivery of the Goods, including, but not limited to the Fair Labor Standards Act, the Federal Consumer Product Safety Act, the Federal Insectide, Fungicide and Rodenticide Act, the Federal Food, Drug and Cosmetic Act, the Federal Hazardous Substances Act, the Federal Flammable Fabrics Act, the Occupational Safety and Health Act of 1970, and the Equal Employment Opportunity Act and all rules and regulations issued pursuant thereto. No implied warranties may be disclaimed by Seller. The foregoing representations and warranties shall survive any inspection, delivery, acceptance or payment by Purchaser.

INDEMNIFICATION
Seller shall defend, indemnify and hold harmless Purchaser, its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Purchaser's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with: (i) the Goods purchased from Seller; (ii) Seller's negligence, willful misconduct or breach of the Purchase Order; or (iii) any claim that Purchaser's or Indemnitee's use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. Seller shall not enter into any settlement without Indemnitee's prior written consent.

CONFIDENTIALITY
All information and data furnished by Purchaser pursuant to this Purchase Order is confidential and Seller may not use such information and data for purposes other than to perform its obligations under the Purchase Order or disclose such information and data to any third party without Purchaser’s prior written consent. Seller shall not advertise or disclose this Agreement’s existence or terms without Purchaser’s prior written consent.

DOCUMENTATION OWNERSHIP
Any specifications, formulas, drawings, notes, instructions, engineering notes or technical data which is referred to herein or has been supplied to Seller in connection herewith shall be deemed to be incorporated herein by reference to the same as if fully set forth herein, title to the same remaining in Purchaser. Seller agrees that it acquires no proprietary interest in such documents, will not disclose the contents thereof to third persons, and will return such documents to Purchaser upon completion of delivery of all Goods covered thereby.

PATENT RIGHTS
Where payment is made for experimental, developmental, or research work to be performed or actually performed under the Purchase Order, Seller promptly shall disclose, and, on request, assign to Purchaser each improvement and invention resulting therefrom and for this purpose Seller shall procure the execution of all documents necessary to vest full title to such improvements and inventions in Purchaser. Where Purchaser decides to file foreign or domestic patent applications on such improvements or inventions, Seller shall procure the execution of all oaths and other documents necessary to file such patent applications and vest full title therein in Purchaser.

PURCHASER OWNER AND FURNISHED MATERIALS
Seller assumes complete liability for any tooling, articles, or materials owned or furnished by Purchaser in connection with this Purchase Order and Seller shall pay Purchaser for all such tooling, articles, or materials spoiled by it or otherwise not satisfactorily accounted for. Title to such tooling, articles, and materials shall at all times remain in Purchaser and shall be returned to it at any time upon its request.

DIES, JIGS, TOOLS AND PATTERNS
If the price to be paid hereunder includes the cost of special dies, jigs, tools and patterns (“Special Material”) used in the manufacture of the Goods, then such Special Materials shall be the property of Purchaser. Special Materials shall be kept in good condition by Seller without expense to Purchaser except that the actual cost of changes requested by Purchaser prior to the exhaustion of the useful life of the Special Materials. Any other information or equipment supplied by Purchaser to Seller relating to, or for use in, the manufacture of the Goods shall be the sole property of Purchaser. Seller shall not produce or manufacture larger quantities than those ordered hereunder without first obtaining the express consent and license in writing of Purchaser. Notwithstanding the foregoing, all items produced or manufactured in larger quantities than those ordered hereunder shall be the sole property of Purchaser. At the termination of this contract, all Special Materials shall be delivered to Purchaser, together with all spoiled and surplus materials, unless Purchaser shall otherwise direct. Purchaser shall approve invoices for Special Materials after the first lot of Goods produced from special equipment has been received at Purchaser’s facility and has passed Purchaser’s receiving inspection.

ON-SITE WORK
If work is to be performed hereunder on premises of Purchaser, Seller represents that it has examined the premises and any specifications or other documents furnished in connection with the condition of the premises and agrees that no allowance shall be made in respect of any error as to such conditions on the part of Seller. Seller shall at all times keep the premises free from accumulations of waste material. At the completion of the activities, Seller shall leave the premises broom clean.

FORCE MAJEURE
Neither party shall be under any liability to the other party in the event of any circumstance beyond the reasonable control of the other party, such as an act of God, shortage of raw materials and/ or energy, pandemic or epidemic, war (declared or not), fire, flood, government enactment and strikes (each, an “Event of Force Majeure”). Each party shall be excused from the performance of its obligations under this Agreement if such performance is prevented by an Event of Force Majeure as long as the condition constituting the Event of Force Majeure continues.

NOTICES
All notices, request, consents, claims, demands, waivers and any other communications hereunder (each a “Notice”) shall be in writing and addressed to the parties at the same address set forth on the Purchase Order or such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or certified or registered mail.

NO ASSIGNMENT
Seller may not assign this Purchase Order or any right hereunder without the prior written consent of Purchaser.

GOVERNING LAW; JURISDICTION
Any controversy arising hereunder shall be resolved in accordance with the internal laws of the State of Colorado. Each party submits to the jurisdiction of the federal and state courts of the State of Colorado.

CUMULATIVE REMEDIES
The rights and remedies under this Purchase Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

INDEPENDENT CONTRACTORS
The relationship between the parties is that of independent contractors. Nothing contained in this Purchase Order shall be construed as creating any agency, partnership, joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

CONFLICTS
Seller and Purchaser acknowledge that they may be parties to an agreement for the purchase and sale of Goods (a “Purchase Agreement”). To the extent a Purchase Agreement exists, the parties acknowledge that the terms and conditions of this Purchase Order are expressly incorporated into and subject to such Purchase Agreement. In the event of a conflict between the terms of the Purchase Agreement and this Purchase Order, this Purchase Order shall apply.

REPRESENTATIONS OF SELLER
By accepting this Purchase Order, Seller certified that it complies with: (i) Executive Order 11246, 41 CFR 60-250.4, CFR 60-741.4 and 41 CFR Chapter 60 and it does not maintain segregated facilities or permit its employees to perform services at location where segregated facilities are maintained; and (ii) the requirements of 41 C.F.R § 60-1.4(a), 60-250.5, 60-300.5(a), 60-1.4(a), 60-250.5, 60-300.5(a), 60-741.5(a) and 29 C.F.R. § 471, Appendix A to Subpart A, if applicable.