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Terms and Conditions

Terms & Conditions

These Purchase Order–Master Terms and Conditions (“Ts&Cs”) apply to each purchase order (“PO”) of Geremarie Corporation (“Buyer”) to a supplier (“Seller”). SELLER, BY FULFILLING BUYER’S PO, ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THESE Ts&Cs AND AGREES THAT BUYER’S PO WILL BE GOVERNED BY THESE Ts&Cs.

GENERAL

Any PO between Buyer and Seller is placed subject to these Ts&Cs (and subject to any additional warranty agreement between the parties, if applicable). Buyer may specify additional terms regarding a particular PO in such PO. Any different terms proposed by Seller will not be binding unless Buyer agrees to them in writing. Seller will be bound by the terms of Buyer’s PO when it accepts the PO. The terms in Buyer’s PO shall prevail over any contrary or inconsistent terms of Seller.

PRICE

Seller shall furnish the goods and services at the prices stated in the PO. The prices can only be changed by an amendment to that PO. If the PO is placed on an open price basis, then the prices shall not be higher than Seller’s lowest prevailing prices on the date of that PO for similar goods or services in comparable quantities.

ASSIGNMENT

Seller may not assign a PO without the prior written consent of Buyer, except that claims for monies due or to become due may be assigned by Seller, provided Seller supplies Buyer promptly with a copy of any such assignment. Payment to an assignee will be subject to set off or recoupment against any current or future claim(s) which Buyer may have against Seller. Buyer reserves the right to make direct settlements or adjustments in price with Seller without notice to any assignee. A provision setting forth these rights of Buyer shall be included in any assignment by Seller.

SUBCONTRACTS

Except for goods proprietary to Seller, none of the work to be performed pursuant to a PO may be subcontracted without Buyer’s prior written consent. However, Seller’s obtaining parts and materials normally purchased by Seller shall not be construed as a subcontract.

FACILITIES, SPECIAL TOOLS AND EQUIPMENT

Seller shall procure all facilities necessary for the timely performance of a PO. Except as provided in Section 6, all special tools and equipment shall be furnished by, and at the sole expense of, Seller and shall be kept in good condition for follow-on orders, and when necessary, shall be replaced by Seller without expense to Buyer.

BUYER’S PROPERTY AND INSURANCE

(a) All materials and all special tools and equipment furnished by Buyer to Seller shall remain Buyer’s property. In addition, all special tools and equipment either: (i) identified as a reimbursable item in the PO; or (ii) specifically acquired for performance of a PO, with the cost being fully amortized or otherwise recovered in the price of the goods to be delivered, shall upon such payment become Buyer’s property. All of Buyer’s property shall be: (i) used only in filling orders for Buyer; (ii) kept segregated and clearly marked as Buyer’s property; (iii) maintained in good condition (allowing for normal wear and tear); and (iv) surrendered to Buyer upon demand. Seller shall not be responsible for replacing bailed materials satisfactorily accounted for in the manufacturing process. (b) While Buyer-owned property is in Seller’s possession or control, Seller will be responsible for all loss or damage to it and will, at its sole expense, maintain extended insurance coverage in an amount sufficient to cover the replacement cost of it.

PACKAGING AND SHIPPING

Seller will pack all goods for shipment to Buyer so as to secure safe delivery and ship them at the lowest transportation rates to minimize costs, unless otherwise stated in the PO. No charge will be allowed for packing, crating or carriage unless stated in the PO. Each container must be marked to show Buyer’s order number and contain a packing sheet showing Buyer’s order number, Buyer’s part number and a full product description of each item, unless other instructions are provided by Buyer. Seller will insure the declared value on any shipment that is F.O.B. Origin. Seller will honor all routing instructions, which may be indicated on the PO, on file with Seller or communicated verbally by Buyer.

INVOICES

Individual invoices referencing Buyer’s order number, Buyer’s part number, a full product description of each item and a due date must be issued for each shipment applying against a PO. The invoice due date for any goods shipped ahead of schedule will not be until the date specified for their delivery. Freight and other charges must be shown on the invoice.

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