These Terms and Conditions of Purchase (“Terms”) apply to and govern all orders (“Orders”) issued by Lindenmeyr Solutions and/or its affiliates (“LS”) to the supplier identified on each Order (“Supplier”) (each a “party”).   All Orders are expressly subject to these terms and conditions and ACCEPTANCE OF AN ORDER BY SUPPLIER IS EXPRESSLY MADE CONDITIONAL ON ITS ASSENT TO THE TERMS AND CONDITIONS STATED HEREIN.   LS  objects to any terms proposed in Supplier’s proposal, sales note, acknowledgment or other document which add to, vary from, or conflict with the Terms.   Any such proposed terms shall be void.  These Terms, as supplemented by the agreed prices, specifications and delivery dates, shall constitute the entire agreement between LS and Supplier with respect to the subject of purchases by LS from Supplier.

Acceptance:  All products and related work-in-progress will be subject to inspection and testing by LS and/or LS’s customer (the “Customer”) at any reasonable time and from time to time.  Payment by LS for products shall not constitute acceptance.  Inspection by LS or the Customer before, during, or after manufacture and delivery will not constitute a waiver of the right of subsequent rejection of products by reason of any undiscovered or latent defect.

Termination:  LS reserves the right to terminate Order with reasonable written notice.   In addition to any  remedy provided at law or equity, LS shall have the right to terminate or cancel an Order, and any obligation to purchase, sell or provide a product or service, in the event Supplier (a) fails to comply with any condition of the Order or any related Agreement, and a cure or remedy acceptable to LS is not identified by Supplier and approved by LS within 3 business days of written notice thereof to Supplier and such failure is not cured or remedied accordingly; (b) becomes insolvent, makes an assignment for the benefit of creditors, suffers or permits the appointment of a receiver, trustee in bankruptcy or similar officer for all or parts of its business or assets; or (c) avails itself of or becomes subject to any bankruptcy proceeding under the laws or any jurisdiction relating to insolvency or the protection of rights of creditors.

Price:  An Order must not be filled at a higher price than shown on the Order.  Unless another currency is specified on the order, all monetary amounts are deemed to be expressed in U.S. dollars.

Changes in Specifications.  LS may request changes in the specifications and scheduling of the Deliverables.  If such changes result in a change in pricing or schedule, Supplier will notify LS of any such change as soon as practicable and Supplier will obtain LS’s approval before executing the change(s) to the Deliverables.  If there is no change in pricing or schedule, Supplier will execute the change(s) to the Deliverables as soon as practicable.

Terms of Payment: Unless otherwise specifically set forth, LS shall pay invoices within forty-five (45) days   from the date of the invoice.  If LS pays an invoice within twenty (20) days from date of invoice, a two percent (2.0%) discount shall be applied (excluding freight costs).

Title and Risk of Loss:   Title and risk of loss to any work-in-progress and/or completed Deliverables will pass to LS upon the earlier of: (i) Supplier’s delivery to a carrier or the Postal Service F.O.B. Supplier’s shipping dock; or (ii) Supplier’s delivery into storage.  Supplier will require its carriers to maintain at least $1,000,000 of cargo insurance.  Supplier will assist LS in the processing of claims against such carriers for loss of or damage to goods in transit.

Confidentiality: All specifications, documents, artwork, or drawings delivered to Supplier by LS, and any other non-public information LS or Customer discloses to Supplier, remains the property of LS or   Customer.  The information is provided to Supplier solely for the purpose of Supplier’s performance of the Order and on the express condition that neither the Order nor the information contained therein or provided in connection therewith, including pricing, shall be disclosed to others nor used for any purpose other than in connection with the Order. LS reserves the right to request that Supplier return all such information to LS or destroy it. Supplier’s obligations under this paragraph shall survive the cancellation, termination or other completion of the Order.

Non-circumvent: Supplier will not transact business directly with Customer or any other LS end user for the services hereunder.

Consumption: Over-consumption and underconsumption of paper shall be reported to LS by Supplier.  Ownership of any unconsumed portion of paper supplied by LS remains with LS.  Supplier is responsible for excess consumption.

Warranties:  Supplier warrants to LS and Customer that: (1) it will convey to LS good and marketable title to the products, free and clear of all liens and encumbrances; (2) the products and services will be free from any defects (latent or otherwise), will be of good and merchantable quality, will conform to LS specifications or the sample approved by LS, will conform with the quality standards of the industry, will conform with written representations or specifications previously made by Supplier, to the extent applicable; (3) Supplier’s employees are fully licensed, certified and bonded by Supplier as customary or required by law or  industry practice; (4) Supplier will not violate or infringe or contribute to any infringement of any intellectual property rights, and (5) the products and services comply with and have been produced, delivered and sold in conformity with all applicable laws and regulations and Supplier has obtained all applicable licenses and permits. Supplier assigns to LS and Customer all warranties of third parties relating to the products and services. These warranties will survive inspection, delivery and payment and will run in favor of LS and Customer.  If the products or services do not conform to the above warranties, LS may, in addition to its other remedies, retain such products or services at an adjusted price, return the products to Supplier for replacement, require reperformance of services, credit or refund.  Supplier will reimburse LS for all costs and expenses incurred by LS or Customer in connection with the defective or otherwise nonconforming products and services (including return delivery of the products), and Supplier will assume all risk of loss or damage in transit to products returned by LS.

Taxes:   LS will not be liable for any taxes with respect to an Order, except for sales, use, retailers occupation, service occupation, excise, ad valorem, value added, or consumption taxes imposed by any governmental authority for the purchase of the products and services provided by Supplier which Supplier is required by law to collect from LS.  Supplier shall not collect or remit, and LS shall not be liable for, any such taxes if LS has provided Supplier with appropriate tax documentation supporting such position.  LS will not be liable for any taxes of any nature based on the income of Supplier.

Regulatory Compliance.  Supplier will comply with all laws applicable in any jurisdiction in which any products or services are produced for, or delivered or provided to LS.  LS and its agents will have the right to audit all aspects of the goods and services provided by Supplier, including, but not limited to, legal and regulatory compliance related to any operation where FSC, SFI or PEFC certified materials are manufactured, used, modified, labeled, re-labeled, packaged or re-packaged.  If applicable, Supplier and any subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin.

Indemnity.  Except pursuant to the above indemnity, Supplier will, at Supplier’s sole cost and expense, release, defend, indemnify and hold LS, Customer, their affiliates, directors, officers, agents, employees, and shareholders harmless from and against all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) of any kind to the extent they in any way relate to or arise, in whole or in part, due to (a) the acts or omissions of Supplier, its subcontractors, or agents or the employees of any thereof, in the performance of this Order or any breach or default hereunder or (b) a claim that the products or services Supplier provides are defective, or (c) a claim that Supplier’s products or services, or any part thereof, infringes a patent, copyright, trademark, trade secret or other intellectual or proprietary right of a third party.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY  IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OF PROFITS OR BUSINESS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING FROM OR AS A RESULT OF THESE TERMS, ANY ORDER OR ANY AGREEMENT BETWEEN THE PARTIES RELATING TO THE PRODUCTS, SERVICES OR DELIVERABLES SUPPLIER PROVIDES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Insurance: Supplier shall maintain and could be requested to provide certificates of insurance from companies meeting an A.M. Best rating of at least A- VII showing that Supplier and Customer are  covered by A) Workers’ Compensation as required by law, including a waiver of subrogation in favor of LS; B)Employers Liability and Occupational Disease insurance with limits of $500,000 per occurrence; C) Commercial General Liability, including Products and Completed Operations, with limits of not less than $2,000,000 per occurrence for bodily injury and property damage; D) Auto Liability covering all autos with a limit of $1,000,000; and E) Professional Liability with a limit of $2,000,000 per claim. F)  Property coverage insuring the replacement value of the Work and LS or Customer-furnished materials held at Supplier facilities.  The Commercial General Liability policy shall name LS and Customer as an additional insured as its interest may appear, contain a cross liability (severability of interests) provision and be primary and non-contributory to any insurance available or maintained by LS.  No exceptions to these coverages may be made unless approved in writing by LS. If requested, properly endorsed Certificates of Insurance may be sent to the following address: Lindenmeyr Solutions, 3 Manhattanville Road, Purchase, NY 10577.  No provision under this section shall be construed or deemed to limit Supplier’s obligations under this Agreement to pay damages or other costs and expenses.

Force Majeure.  Except with respect to payment obligations, neither party will be liable for any delay or failure to perform hereunder if such delay or failure to perform arises out of a Force Majeure Event. “Force Majeure” is an event or circumstance that is beyond the reasonable control of a party without such party’s fault or  negligence, and which by its nature could not be reasonably foreseen, prevented, or avoided by such party and which renders performance  hereunder partially or entirely impracticable or unreasonable.  Force Majeure events include but are not limited to: fires, explosions, floods, tornadoes, epidemics, acts of God, civil disturbance, war, riots, sabotage, terrorism, restraints or injunctions issued by a court or other governmental entity, government acts or regulations (including but not limited to adverse trade actions; imposition of tariffs and/or quotas; anti-dumping actions; and actions taken for reasons of national security), shortage or interruption of transportation, mill shutdown, strikes or labor disputes or any other cause whether or not similar to the causes listed above, beyond a party’s reasonable control without such party’s fault or negligence and by which its nature could not be reasonably foreseen, prevented or avoided by such party in each case whether affecting LS, Customer, Supplier or any logistics or other service provider in connection with the Services.  Supplier’s economic hardship or changes in market conditions, or circumstances arising from Supplier’s use of an unapproved subcontractor are not considered Force Majeure events. Prompt notice of a Force Majeure Event shall be provided by the affected party to the other party.  In the event that either party is unable to substantially perform its obligations under this Agreement as a result of a Force Majeure Event for a commercially reasonable period by industry standards, the other party shall have the right to terminate this Agreement.

Raw Materials Furnished by LS.  Raw materials furnished by LS will be free from dirt, defects, viruses, etc. and will comply with Supplier’s specifications, packing requirements and quality and manufacturing standards, if any.  Additional costs due to failure to meet such standards will be charged to LS at Supplier’s standard rates.  Semi-finished materials furnished by LS will include a manufacturing waste allowance specified by Supplier.

Production Schedules.  Supplier will produce the Deliverables in accordance with mutually agreed upon schedules, subject to the timely receipt of production inputs and other materials from LS, Customer, and other third parties.  Changes to existing schedules must be mutually agreed upon by the parties.

Mailing Services.  For each mail piece requiring ink-jet printing of names and addresses for delivery through the United States Postal Service, LS shall furnish or caused to be furnished ink-jet formatted data compatible and in accordance with instructions and specifications provided by Supplier. If Supplier is required to provide data processing services to LS, it will do so in accordance with USPS regulations. Supplier will use such files to print names and addresses on each mail piece. Any reformatting, coding, combining of lists or other work necessary for Supplier’s use of LS’s or LS’s Customer data will be charged an additional amount if LS approves Supplier’s performance of such work.

Assignment.  This Agreement binds and benefits the parties and their respective successors and permitted assigns and Customer is an express third party beneficiary of the provisions hereof.  Except as provided below, neither party may assign any rights or delegate any responsibilities under this Agreement or use any subcontractor  without the prior written consent of the other party which shall not be unreasonably delayed or withheld and any attempt to do so in violation of this Section is void.

Miscellaneous:  The failure of either party to insist in any one or more instances upon strict performance of any of the provisions of these Terms or to take advantage of any of its rights, shall not operate as a continuing waiver of such rights.  This transaction shall be governed by the laws of the State of New York, without reference to the choice of law rules or to the Convention on Contracts for the International Sale of Goods. Any legal action or proceeding concerning the validity, interpretation and enforcement of these Terms or any purchase of products by LS, matters arising out of or related to these Terms or any purchase of products by LS or related matters shall be brought exclusively in the courts of the State of New York in the County of New York or of the United States of America for the Southern District of New York, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues and THE PARTIES WAIVE TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.  Process in any such action may be served by registered or certified mail addressed to a party at its last known address.