During the term of this Agreement, Seller shall perform the services or supply the goods (collectively referred to as “Goods”) as described and at the prices specified on the Purchase Order. Nothing herein shall obligate Buyer to purchase Goods exclusively from Seller or to purchase any specific volume of Goods from Seller.

To purchase Goods, each Buyer shall issue a purchase order to Seller (“Purchase Order”). Seller must accept the Purchase Order on its exact terms. The Purchase Order supersedes all prior bids, quotes or forms.

The Purchase Order constitutes an offer by Buyer to purchase the Goods from the Seller subject to these terms. The Purchase Order shall be accepted by the Seller expressly by phone, fax, e‐mail, mail or electronic means; or implied by fulfilling the order for the Goods. Delivery of the Goods by Seller and/or performance of services shall be deemed conclusive evidence of acceptance of these terms.

Buyer reserves the right to revoke or terminate, in whole or in part from time to time, any Purchase Order at any time before acceptance. Upon receipt of such notice, Seller shall immediately discontinue work on the Purchase Order, unless such notice otherwise directs. Seller shall deliver to Buyer and Buyer shall pay for all completed Goods up to the date of notice of termination. The provisions of this paragraph shall not limit or affect Buyer’s right to terminate a Purchase Order upon default of Seller.

Seller shall not substitute materials or accessories without Buyer’s written permission. Unless otherwise stated, no deviation from the quantities specified shall be accepted. Buyer’s count shall be accepted as final on all shipments. Excess Goods shipped without Buyers’s permission may be returned at Seller’s expense, including transportation both ways and all handling charges.

Shipments must be made to meet the date specified in the Purchase Order. The Goods shall be delivered no earlier and no later than the date set forth in the Purchase Order. No additional charge for deviation shall be paid unless Buyer’s pre‐approval has been obtained. Buyer may reject early shipments without prejudice to its right to require timely shipment or may accept said early shipments; provided, however, that Buyer reserves the right to withhold payment on premature shipments until the agreed delivery date.

In the event a Purchase Order is not performed or delivery is not made by the time(s) specified, Buyer may terminate the Purchase Order and/or this Agreement. In the event a Purchase Order requires delivery and/or performance at different times and/or places, and any such performance or delivery is not made by the time specified, Buyer may cancel said delivery or performance while retaining the remainder of the order in full force and effect, or may cancel that entire order. The remedies provided in this paragraph are cumulative and additional to any other remedies provided by law or equity.

The Seller assumes all risk of loss or damage to all articles ordered (and other materials to be furnished by Seller) until the Goods are accepted by Buyer. All risks of fire, theft or damage of any kind to property belonging to Buyer delivered to Seller for any reason hereunder shall be assumed by Seller, and for as long as it is in Seller’s possession, Seller shall keep such property fully insured against all such risks, at Seller’s expenses, for the benefit of Buyer.

The Goods ordered (including but not limited to all parts, material and workmanship) may be inspected and tested by Buyer at any time or place, and shall be subject to a final inspection upon receipt by Buyer. If any such inspection or test indicates that the Goods and/or the Goods’ parts, material or workmanship do not conform with the Purchase Order, and Seller fails to immediately cure such non‐conformity, such non‐conformity shall be deemed a breach by Seller. Payment for Goods of any order prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims that Buyer may have against Seller. It is at SPO’s discretion to monitor and evaluate vendor/supplier quality and on time delivery.

Acceptance of Goods shall not waive Buyer’s right either to cancel or to return the Goods (or portion thereof) because of: (a) non‐conformity with specifications;

defects, latent or patent; (c) breach of warranty or default. Failure by Buyer to reject non‐conforming Goods shall not require Buyer to accept subsequent Goods if they have the same or any different non‐conformity. Such rights shall be in addition to any other remedies provided by law.

Supplier shall issue accurate monthly invoices to Buyer for Goods. Buyer shall pay accurate invoices within thirty (30) days of receipt of the invoice. No interest shall be due on late payments unless there has been prior written agreement of the parties providing for such payment. Buyer shall have the option of payment with invoices with a credit card, at which time the Purchase Order will reflect those terms./p>

Buyer shall be entitled to set off any amount owing to Buyer against any amount due or owing to Seller with respect to any invoice, provided that both parties agree that there is an outstanding amount owed.

Seller represents and warrants that: (a) the Goods shall conform to the description, standards, samples and/or specifications supplied or shown by or to Buyer, or generally used by Seller; (b) the Goods shall be of commercially acceptable quality and fit for the general purpose for which sold;(c)

the Goods shall be free and clear of all liens and encumbrances; (d) no applicable federal, state, or local laws, rules, ordinances, or regulations have been or shall be violated in the manufacturing, sale, packaging (including labels), delivery and installation of the Goods; and (e) it and its employees, agents, representative, subcontractors and other parties hired or engaged by Seller shall abide the terms of this Agreement.

Seller hereby agrees to hold harmless, defend and indemnify Buyer, its respective officers, directors, employees, agents and insurers from and against any and all claims, demands, lawsuits, losses, damages, expenses (including reasonable attorney fees) brought by or resulting from claims by third parties based upon or arising out of any actual or alleged: (a) accidents, injuries, and damages to persons or property that occur in connection with the use, sale or consumption of any article covered by each Purchase Order, provided the Goods were used in the customary manner in which they were intended and (b) breach of representation or warranty made in this Agreement; (c) infringement of the patent, trademark, or copyright rights of third parties, unfair competition, including price discrimination, violation of the trade secret rights of third parties or any litigation based on any of the foregoing, or any investigation with respect thereto; provided, however, that Seller shall not be responsible for any claims arising out of its use of Buyer Intellectual Property provided by or required by Buyer. In addition to the indemnification obligations set forth herein, in the event of any alleged or proven claim of infringement by the Goods, Seller shall, at Buyer’s option, either (a) procure for Buyer the right to use the Goods; (b) modify the Goods at no cost to Buyer so as to make the Goods non‐infringing; or (c) refund all payments made by Buyer with respect to the Goods and take possession thereof at Seller’s expense.

In no event shall Buyer be liable to Seller or any third party for any incidental, indirect, special or consequential damages arising out of, or in connection with these terms whether or not Buyer was advised of the possibility of such damages in advance.

Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, and trade secrets existing and owned by Buyer, or made or conceived by Buyer employees during the Term of this Agreement, shall be and remain the sole and exclusive property of Buyer (“Buyer Intellectual Property”). Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, and trade secrets existing and owned by Seller, or made or conceived by Seller’s employees, shall be and remain the sole and exclusive property of Seller.

If the price to be paid is stated to include special work, tools or programming (“Special Components”) used in the manufacture of the Goods, then such Special Components shall be and become Buyer Intellectual Property. No Buyer Intellectual Property, Special Components, drawings or specifications supplied to Seller by, or otherwise belonging to Buyer, shall be used in the production, manufacture or design of any articles other than those called for by a Purchase Order, except with the written consent of Buyer. Articles manufactured using Buyer Intellectual Property, Special Components, drawings or specifications shall not be furnished or quoted to any other persons. Seller shall not subcontract production of Goods (or components thereof) that contain Buyer Intellectual Property without Buyer’s express prior written consent, which may be conditioned on the signature of agreements by Buyer and the subcontractor.

Upon termination of this Agreement, Purchase Order, or completion of Purchase Order, Buyer Intellectual Property, Special Components, drawings or specifications belonging to Buyer shall be returned to Buyer or disposed of by Seller pursuant to Buyer’s instructions.

Insurance. Seller shall be solely responsible for maintaining adequate health, auto, workers’ compensation, unemployment compensation, disability, liability and other insurance as is required by law or as is the common practice in Seller industry, whichever affords greater coverage. Upon request, Seller shall provide Buyer with certificates of insurance or evidence of coverage.

Seller agrees to maintain in strict confidence, and not to disclose to any third party, any confidential or proprietary information of any nature whatsoever furnished by Buyer (in hard copy and/or electronic form or orally), except for information which is or becomes public or general industry knowledge. Except for information which is public or general industry knowledge, all information furnished to Seller by Buyer shall be considered to be proprietary information, whether or not specifically so designated. The information furnished may include, but shall not be limited to, patterns, devices, processes, compilations of information, records, specifications, drawings, computer programs, reports, databases, financial data or reports including revenue and expense of operations, cost and pricing information, past, present and future research, development, business activities, products, services and technical knowledge.

Seller shall comply fully with all applicable federal, state and local laws in the performance of these Good, including, but not limited to, all applicable employment, tax, export control, and environmental laws.

Seller represents and warrants that it complies with all applicable consumer product safety laws and regulations, including, but not limited to, the Consumer Product Safety Improvement Act.

Entire Agreement. The terms, together with, any exhibits or attachments specifically referenced herein and Purchase Orders issued pursuant to these terms, sets forth the entire agreement and understanding among the parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understandings of every and any nature among them. This Agreement may not be amended, supplemented, changed, or modified, except by agreement in writing signed by the parties. The terms and conditions of any quotation, order acceptance or other document issued by Seller shall have no force or effect. In the event of any conflict or inconsistency between the terms of any Purchase Order and these terms, these terms and conditions shall prevail.

Force Majeure. Neither Buyer nor Seller shall be liable for delays or defaults in the performance of any Purchase Order due to causes beyond its respective control, including, but not limited to: Acts of God, accidents, riots, wars, government interference, non-quota related embargoes, strikes or other labor disputes. Seller shall notify Buyer in writing of the cause of any such excusable delay promptly after such delay or delays by Seller. Buyer may purchase goods or obtain performance elsewhere and at Buyer’s option apply such purchase to reduce the quantities due under any affected purchase order.

Term Changes. Buyer may amend these terms at anytime without prior notice by posting the amended terms on this site. All amended terms will automatically take effect once posted. The new terms will apply to all current and past Sellers and will replace all prior terms that are inconsistent.