Imperial Dade Terms And Conditions Of Purchase

These Terms and Conditions of Purchase (“Terms”) apply to all purchases by Imperial Bag & Paper Co. LLC and its affiliates, divisions, and locations operating in the United States and Puerto Rico (collectively, “IBP”) from the supplier of goods (“Supplier”) hereunder (IBP and Supplier each a “Party” and, together, the “Parties”). All goods supplied to IBP from Supplier are the “Products” and are subject to these Terms. To order Products, IBP will issue a IBP purchase order to Supplier, which purchase order shall set forth the mutually agreed upon list of Products, applicable pricing, and terms of delivery (each a “PO” or “Purchase Order”). Supplier’s acceptance of these Terms and any IBP Purchase Order hereunder shall occur either through commencement of performance or acknowledgment of the PO. By accepting a PO hereunder, Supplier waives all terms and conditions contained in its quotation, acknowledgment, invoice, or other documents, include any pre-printed terms in a Supplier form purchase order or on Supplier’s website, which are different from or additional to those contained herein and all such different or additional terms and conditions shall be null and void. No course of prior dealing or usage of trade may modify or supplement any terms herein. No addition to, waiver or modification of, any of the provisions herein contained shall be of any force or effect unless made in writing and executed by IBP’s authorized representative. If requested by IBP, Supplier agrees to permit IBP’s affiliates to purchase Products or other goods pursuant to these Terms. Supplier agrees to fulfill all PO’s submitted by IBP and deliver the Products to the location(s) set forth in the applicable PO in accordance with the terms and conditions set forth herein. IBP makes no commitment to purchase any quantity of Products from Supplier. IBP may purchase the same or similar products from other suppliers. In the event of a conflict between these Terms and any PO, these Terms shall control. If IBP engages Supplier to provide any custom Products, including Products with labeling or packaging unique or custom to IBP’s specifications or using IBP’s designs or trademarks (“Custom Products”), the Terms in Exhibit A to these Terms will also apply and, only for such Custom Products, will take precedence over any other terms herein.

IBP shall have the right at any time to make changes to a PO by written notice to Supplier, and Supplier agrees to comply with such changes. If such changes cause a material increase or decrease in Supplier's costs or time of performance, Supplier shall notify IBP immediately and negotiate an adjustment. SELLER MAY NOT CHANGE MATERIAL OF MANUFACTURE, SOURCES OF SUPPLY, MANUFACTURING PROCESS OR LOCATION WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER.

Prices will be negotiated and documented separately in the applicable PO. Supplier agrees that IBP will not be liable for any charges not specified in the applicable PO. If a PO is not priced it shall not be filled at prices higher than those last quoted and charged to IBP for the same Products. Supplier warrants that prices, net of any price support provided by Supplier, for Products sold to IBP under these Terms will not be less favorable than prices, net of any price support provided by Supplier, charged to any other customer of Supplier for the same or similar products in similar quantities, failing which the Supplier shall immediately reduce the prices charged to IBP correspondingly and promptly pay to IBP an amount equal to the difference between lower price and the price charged to IBP over the period since the lower price was first charged to another customer. IBP may provide forecasted purchases by SKU based on IBP’s estimates; provided, however, that such forecasts are non-binding and do not create any obligation on IBP to purchase such quantities. Supplier is responsible for all applicable taxes, duties or other charges, including state and local sales or use taxes, on the amount payable pursuant to invoices issued by Supplier to IBP.

All invoices, except for amounts disputed by IBP will be payable within thirty-one (31) days of IBP’s receipt of the applicable Product(s). IBP’s preferred method of payment is via ACH. However, IBP may elect, in its sole discretion, to use any form, method, or mode of payment, including virtual credit card, and Supplier (i) agrees to use such form, method, or mode of payment and (ii) shall adhere to any terms and conditions (including, but not limited to, set forth by the card provider) required in relation thereto. A 2% early payment discount will apply if IBP pays an invoice within thirty (30) days of IBP’s receipt of the applicable Product(s). Disputed invoices will be processed as and when disputes are resolved. Early payment discount, if any, will be calculated from date of dispute resolution. All invoices shall be sent to IBP at its office, email address, or other electronic method as indicated on the face of a PO and will clearly state IBP's Purchase Order Number on the same day the invoices are created/dated. Timeframe for payment terms calculation will be based upon the date IBP receives the invoice, if different than the invoice date. Invoice and duplicates shall be rendered for each PO or for each shipment if more than one is made on a PO. Each invoice submitted to IBP from Supplier shall be accompanied by a description of the Products delivered under the invoice. An itemized delivery ticket, bearing IBP's Purchase Order Number as shown hereon, must be left with the Products to ensure their receipt. If delivery is made by a third party, an itemized delivery ticket must be attached to the package or other shipping unit.

In connection with any discount offered for prompt payment, time for earning the discount will be computed from the date of delivery of the Products to the IBP or IBP’s representative. For the purpose of earning any such discount, payment will be deemed to be made on the date of mailing of IBP's check or IBP’s initiation of electronic payment. In case of errors on an invoice, the payment discount period will date from the receipt of a corrected invoice. Early payment discounts are calculated separate and apart from any rebate, prebate, or incentive program between Supplier and IBP. Notwithstanding any other terms or conditions agreed upon by the Parties elsewhere with respect to any rebate or rebate program (a “Program”), Supplier explicitly warrants and agrees that any credits or credit memos issued to IBP under such rebate or rebate program (“Credits”) do not expire. Further, Supplier will include all Credits due and owing to IBP on each statement issued by Supplier to IBP. Supplier further agrees that all Credits due and owing to IBP will be reflected in Supplier’s Enterprise Resource Planning or other accounting system within forty-five (45) days of the Credit being earned by IBP. Any rebates or Programs apply to all purchases made by IBP, its operating divisions, affiliates, or subsidiaries operating in the United States, including Puerto Rico, both now existing and as added in the future. Any IBP facility or location added or opened after the start date of Program will be included in the Program, and eligible for all rebates/incentives thereunder, immediately upon such facility’s or location’s opening. Any affiliate added after the start date of any Program will be included in the Program, and eligible for all rebates/incentives thereunder, immediately upon such affiliate’s acquisition by IBP. Supplier must provide any new Program details or pricing to IBP within sixty (60) days of a new facility or location opening, or an affiliate’s acquisition by IBP, as applicable

All proposed Product cost changes must be communicated in writing by Supplier to IBP, no later than 60 days prior to the implementation of such proposed cost change, with all relevant detail, as reasonably required by IBP. Any proposed increase in shipping costs, pallet fees, or other associated shipping, handling or packaging fees must be communicated in writing by Supplier to IBP, no later than 30 days prior to the implementation of such proposed fee change. Any such proposed cost or fee increase by Supplier is subject to IBP’s consent, which shall not be unreasonably withheld. Unless otherwise agreed to by the Parties in writing, any price increase for any Product under these Terms will be limited to the corresponding price increase to the Supplier for its raw material or component sourcing, as substantiated by reasonable documentation in IBP’s sole opinion. IBP may terminate the applicable PO if an agreement regarding the proposed price increase cannot be reached.

Unless otherwise agreed to in writing, delivery shall be FOB point of destination and title and risk of loss shall pass to IBP upon delivery to IBP’s location. Delivery dates shall be firm and time of shipment and of other aspects of performance hereunder is of the essence. Delays in shipment shall be reported immediately by Supplier to IBP and Supplier shall use all commercially reasonable efforts to meet the required delivery date. If Supplier fails to meet a required delivery date, IBP may cancel the PO or the applicable part thereof and procure replacement Products from another source. Supplier will be responsible for all costs incurred by IBP as a result of early or late deliveries. IBP reserves the right to reject, at no expense to IBP, all or any part of any delivery that varies from the quantity stated in the PO.

Products supplied by Supplier shall be received subject to IBP's inspection and approval within a reasonable time after delivery, notwithstanding prior payment. IBP reserves the right to reject and refuse Products that are not in full accordance with IBP’s instructions, specifications or warranties. Without limiting its remedies under law or equity, for any Product, or any part thereof, so rejected or refused, IBP at its option may require Supplier either to replace the subject Product(s) at Supplier’s expense or to refund the purchase price and any charges in connection therewith, including but not limited to, repacking, transportation, customs, and handling charges. Unless set off by IBP, Supplier will reimburse IBP for all such costs upon receipt of IBP’s invoice. Notwithstanding the foregoing, Supplier agrees that IBP has no duty to inspect Products and that all warranties, representations and conditions, statutory or otherwise and whether express or implied, shall survive inspection, acceptance, and payment by IBP. Notice of defects in the Products or any other default by Supplier of these Terms or any PO will be deemed timely given upon IBP’s notice to Supplier after such defect or default is discovered by IBP. No Products returned to Supplier as defective shall be replaced except upon IBP's written authorization. Supplier shall accept returns of Products with no time limits and issue a credit or refund to IBP without charging a restocking fee. In the event Supplier refuses to accept return of Products, Supplier’s and IBP’s representatives will have a maximum of fifteen (15) days to resolve the matter, failing which the matter will be referred to IBP’s VP Procurement/Purchasing and Supplier’s counterpart to be resolved within a maximum of seven (7) days, failing which Supplier will be permitted to deduct the cost of such Products and the costs of destruction and recycling from any amount owing to Supplier or its affiliates. All transportation, delivery and freight costs arising out of Supplier’s noncompliance with the terms of a PO or these Terms and/or for any non-conforming deliveries, are the sole responsibility of Supplier and, at IBP’s sole discretion, may be charged back to or collected from Supplier. IBP’s revocation of acceptance of, or return, rejection or destruction of Products shall not relieve Supplier from its obligations arising out of these Terms nor the applicable PO and shall not relieve Supplier from liability from any failure to ship conforming Products under the PO or from breach of any representation or warranty.

Upon IBP’s request, Supplier shall provide reasonable quantities of Product samples. Supplier will provide IBP with at least sixty (60) days prior written notice of any and all Product specification modifications and/or changes in case packs, shipping configurations, and any other changes proposed by Supplier that may impact or alter current floor stock, sales collateral and/or Product information used by end-users for ordering. Any such modifications or changes are subject to Supplier’s warranty obligations under these Terms. Supplier shall provide sixty (60) days’ notice in writing of items being discontinued. IBP reserves the right to return inventory on these items without any restocking or freight charges within 90 days of receiving notification. Supplier can reduce the cost of these items to expedite a sale and avoid a return.

IBP reserves the right to return Products to Supplier as follows: Products may be returned within nine (9) months of delivery, other than perishable food Products which may be returned within two (2) months of delivery. Returns must be in re-salable condition and in full case quantities. Freight costs to be paid by IBP. No penalties, re-stocking fees or other charges shall apply. IBP will not be responsible for finished goods inventory, work in progress or raw materials Supplier has in inventory unless a blanket order or written commitment has been issued by IBP, and in such event IBP’s responsibility is limited to the maximum quantity specified in IBP’s blanket order or written commitment, whether in finished goods form or existing as work in progress and raw materials required to produce such quantity of finished goods. Any Products (including perishable food Products and Custom Products) that do not conform to Supplier’s specifications, representations or warranties may be returned without limitation of time. Freight costs to be paid by Supplier. Returns need not be in re-salable condition or in full cases. Supplier will advise IBP if a Return Authorization Number is required. If a Return Authorization Number is required but not provided within ten (10) business days of IBP’s request, IBP reserves the right to return Products without it and debit Supplier.

Supplier represents and warrants to IBP, its successors, assigns and customers that, in addition to all warranties provided by law, the Products: (i) are sold by Supplier free and clear of all liens, claims, security interests, options, encumbrances and similar restrictions; (ii) are new and of merchantable quality, free from defects in material, design and workmanship; (iii) are fit for the particular purpose for which such Products are intended; (iv) conform to specifications, drawings, samples or other descriptions furnished by Supplier or specified by IBP; (v) Supplier and the Products comply with, and the Products are manufactured, labeled, licensed, approved or certified in compliance with, all applicable federal, state, local and foreign laws, rules, regulations, orders, ordinances, agency, industry, and association standards or other applicable standards; (vi) do not and will not contain any conflict minerals, including columbite-tantalite (coltan), cassiterite, gold or wolframite, or their derivatives, tantalum, tin and tungsten, and no conflict minerals are necessary to the functionality or production of any of the Products; (vii) Supplier has not infringed and will not infringe upon the intellectual property rights of any third party in connection with the manufacture, production, distribution, or sale of the Products; and (vii) the Products, and IBP’s receipt, sale, or use of any Products, do not infringe on or violate any trademark or patent right or any other intellectual property right of any third party. Supplier grants IBP and IBP’s customers the non-exclusive right to resell the Products within the United States. Supplier grants to IBP and IBP’s customers a non-exclusive worldwide right to sell and export the Products from the United States. Supplier certifies and warrants that the Products will be available for export and sale under government contracts. Supplier represents and warrants that it possesses all licenses and permits required by any state, foreign, federal, or municipal agency that may be required to sell the Products to IBP, and that the Products are properly qualified and able to be resold by IBP or IBP’s customers. Supplier represents and warrants that neither Supplier nor any principal, officer, employee, affiliate, subcontractor, or supplier of Supplier is presently debarred, suspended, proposed for debarment, or declared ineligible by any federal, state, municipal, or local governmental agency, program, or department (“Debarred”). This is a recurring representation and warranty made each time a PO is placed under these Terms. Supplier must immediately notify IBP if this warranty is no longer valid and IBP may immediately terminate any POs. IBP’s approval of specifications, drawings, samples and/or other descriptions furnished by Supplier shall not relieve Supplier of its obligations under these Terms. Supplier agrees that it will pass through to IBP any rights it obtains under any assignments, warranties and indemnities given by its third-party subcontractors or suppliers in connection with any Products provided by Supplier pursuant to any PO. Warranties contained herein are in addition to all other warranties, express, implied or statutory, whether offered by Supplier in a separate document or under applicable laws, and in addition to all obligations contained herein. IBP’s payment for, inspection of, or receipt of Products shall not constitute a waiver of any breach of warranty.

Supplier agrees to indemnify, defend and hold harmless IBP, its officers, directors, agents, and employees from and against any and all expenses, claims, demands, losses, damages, actions, or liability of any kind, including reasonable legal fees (“collectively, “Claims”), incurred for any and all damage or injury of any kind or nature whatever (including death) to all persons, (including those employed by Supplier) or property which is caused by, arises out of, on account of, or as a result of: (i) sale or use of the Products supplied by Supplier; (ii) breach or default by Supplier of any of its representations, warranties, covenants, obligations, and/or any agreements contained herein; (iii) any act or omission of Supplier, its agents, employees, representatives or subcontractors; (iv) any dispute between Supplier and any of its subcontractors, suppliers, vendors, or service providers of Supplier; or (v) any actual or alleged infringement of any trademark, patent, copyright or other proprietary right by reason of the sale or use of the Products supplied by Supplier. If any of the Products supplied by Supplier or any part thereof is held to constitute infringement and its use is enjoined, Supplier shall, at its own expense, either procure for IBP, its successors, assigns, and customers the right to continue using such Products or part thereof or replace them with a substantially equivalent non-infringing Products. In the event Supplier is unable to procure the right for IBP to continuing using such Products or to replace the allegedly infringing item as provided in the immediately preceding sentence, Supplier shall refund to IBP two (2) times the total of all fees paid for or allocable to such Product and any other Products that function, or are integrated or used, with the defective Product. The foregoing remedy shall be in addition to all other applicable remedies available to IBP in law or equity and does not impact or negate Supplier’s indemnification obligation under this Section. Upon demand, Supplier agrees to assume on behalf of IBP the defense of any action, at law or in equity, which may be brought against IBP upon any such Claim and to pay on behalf of IBP the amount of any judgment that may be entered against IBP in any such action. Supplier shall obtain the written consent of IBP prior to entering into any settlement with respect to an indemnifiable Claim under this section. Supplier shall pay reasonable legal fees incurred by IBP in securing Supplier’s compliance with the provisions of this section.

All remedies set forth in these Terms are in addition to, and will in no way limit, any other rights and remedies that may be available to IBP at law or in equity. Supplier’s agreement and obligations hereunder to defend, indemnify, and hold harmless IBP is independent of and in addition to Supplier’s agreement to maintain insurance hereunder, and Supplier’s insurance coverage in no way modifies or limits Supplier’s obligations to defend, indemnify, and hold harmless IBP as set forth herein.

Supplier agrees to procure and maintain, at Supplier’s sole cost and expense (i) Commercial General Liability insurance, including products and completed operations, personal and advertising injury, and contractual liability coverage, with limits of not less than $5,000,000 USD (or the equivalent in Supplier’s local currency) per occurrence and in the aggregate, and (ii) Automobile Liability insurance for all vehicles owned or operated by Supplier that are used in the supply of Products to IBP in an amount of not less than $1,000,000 USD (or the equivalent in Supplier’s local currency) combined single limit for bodily injury or property damage. Products and Completed Operations coverage shall continue in full force and effect for three (3) years following completion of the last supply of Products to IBP under these Terms. Supplier’s insurers must be rated A- or better by AM Best. Specified limits may be met with a combination of primary and umbrella/excess insurance. Supplier’s policies shall be primary and non-contributory, include a waiver of subrogation in favor of IBP, include IBP as an additional insured and may not be canceled, nor coverage or limits modified, unless thirty (30) days prior written notice has been given to IBP. Certificate(s) of Insurance, including a Broadform Vendor’s endorsement, shall be delivered to IBP (a) prior to the first supply of Products under these Terms, (b) annually thereafter, (c) at any time upon IBP’s reasonable request, and (d) at least thirty (30) days prior to each policy renewal or replacement. Any failure by Supplier to provide Certificate(s) of Insurance shall not limit or waive any rights available to IBP. Upon request, Supplier shall provide evidence of applicable Workers Compensation insurance coverage. It shall be Supplier’s responsibility to ensure that all of its agents, representatives, subcontractors, and independent contractors comply with the requirements of this section. Supplier shall be responsible to pay any and all deductibles and retentions under the policies required by this section. Nothing contained in this section shall in any way limit the indemnity or other obligations of Supplier under these Terms or applicable law. IBP reserves the right to require adjustments to insurance types or applicable limits to support the volume and/or type of Products being supplied by Supplier.

(A) Compliance with Applicable Law.Supplier represents and warrants that Supplier has complied and shall continue to comply with all applicable federal, state, foreign, and local statutes, rules of law, ordinances, regulations, and regulatory orders, including but not limited to those laws governing employment standards, human rights, workers compensation, workplace safety and insurance, occupational health and hazardous substances, as well as those laws pertaining to the rendering, sale, pricing, discounts, delivery, processing, manufacturing, registration, packaging and labeling of the products and the performance of its obligations under these Terms. Further, Supplier represents and warrants that all products that are intended for preventing, destroying, repelling, or mitigating any pest, or intended for use as a plant regulator, defoliant, or desiccant, or any nitrogen stabilizer are registered with the Environmental Protection Agency, if required under the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA) (7 U.S.C. 136a et seq.). Supplier shall, to the extent they apply, 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, prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin and require affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability. (B) Product Information. Supplier shall timely provide IBP with all information about the Products that is necessary to ensure, or for, compliance with U.S. law, including but not limited to, country of origin, export control classification codes, harmonized tariff codes, GHS safety data sheets, federal and state hazardous material classifications; FIFRA registration information; and any such other information as Imperial Dade may request from time to time (“Product Information”). Product information shall be provided: (a) in advance of any shipment to the United States; and (b) promptly upon request, but, in any event, not less than three (3) days after receipt of a request, from IBP. Further, Supplier must notify IBP at least sixty (60) days in advance of any change to a Product’s country of origin or manufacture. Supplier further certifies and warrants that all such Product Information will be accurate and complete. (C) Sanctions. Supplier certifies that neither the Supplier, nor any of its subsidiaries, officers, directors, agents, and employees are: (i) organized in, a citizen of, resident or located in, or considered to be the government of Cuba, Iran, North Korea, Syria, the Crimea Region of Ukraine, or the so-called DNR or LNR Regions of Ukraine (each a “Sanctioned Country”); (ii) owned or controlled by a person described in (i); (iii) on any U.S. sanctions list, including, but not limited to, the Department of Treasury’ Office of Foreign Assets Control’s (“OFAC”) List of Specially Designated National and Blocked Persons (“SDN List”), and the Sectoral Sanctions Identification List (“SSI List”), on any EU or UK sanctions list, on any Australian sanctions list, or on the sanctions lists issued by other relevant jurisdictions (the “Sanctions Lists”); or (iv) owned or controlled by a person on the Sanctions Lists. Supplier certifies that none of the Products are goods, wares, articles, or merchandise mined, produced or manufactured wholly or in part in a Sanctioned Country or directly or indirectly source from or otherwise involve a person described in (i)-(iv). (D) Compliance with Laws Prohibiting Forced Labor. Supplier certifies that none of the Products are goods, wares, articles, or merchandise mined, produced or manufactured, directly or indirectly, wholly or in part, using forced labor, or in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China, or by an entity listed on the UFLPA Entity List maintained by the U.S. Department of Homeland Security. Supplier agrees to indemnify and hold harmless IBP in the event any import to the United States is detained or seized on the basis of non-compliance with the Uyghur Forced Labor Prevention Act or other U.S. laws and regulations prohibiting the import of items to the United States. (E) Compliance with Import Requirements. Notwithstanding any other provision of these Terms, Supplier agrees that all Products provided hereunder will be eligible for lawful import to the United States. Supplier agrees to comply with all laws and regulations relating to the import of the Products and, if applicable, any instructions or guidance provided by IBP with respect to such imports. Notwithstanding the foregoing, Supplier shall have sole responsibility for determining and complying with its obligations under this provision. (F) Code of Conduct. Supplier will, and will cause its officers, directors, agents, and employees to perform its obligations under these Terms and the POs in compliance with IBP’s Supplier Code of Conduct, which is available at https://imperialdade.com/supplier-resources and is incorporated herein by this reference.

Supplier will promptly notify IBP, no later than five (5) business days upon Supplier learning that any Products are the subject of a recall (which includes safety or quality or similar notices) (“Recall”) or upon Supplier learning any of the following: (i) that any Product is or might become harmful to persons or property, (ii) that any Products are subject to any investigation, consumer safety notification, product withdrawals or recalls, (iii) of any defect or hazard associated with the Products; or (iv) that any Product violates applicable laws or standards (collectively, “Product Issues”). With the notification required under this Section, Supplier shall provide IBP all information in its possession with respect to such Recall or Product Issue(s). In the event any Product(s) are the subject of such a Recall or a Product Issue(s), Supplier shall be responsible for all associated costs and expenses, including for any remedial action. Supplier shall promptly reimburse IBP for all such costs and expenses incurred by or for IBP, including without limitation costs of recalling, publishing and/or mailing notices, storing, shipping, destruction or recycling Products (and where applicable, any products with which the Products have been processed, packaged, combined or commingled), refunds to customers and IBP’s net landed cost of unsold Products, and shall protect, indemnify and hold IBP harmless from any and all expenses associated with such Recall, Product Issue, or remedial action taken by IBP (including reasonable attorneys’ and consultants’ fees). The parties shall assist each other in all reasonable ways to resolve any claims involving Products subject to a Recall or Product Issue.

Supplier shall keep accurate and reasonable records related to its performance and obligations under these Terms and all POs, including but not limited to all records necessary to document the fees, prices, discounts and rebates under these Terms and POs. Supplier agrees that IBP or its duly authorized representative may audit any relevant books, documents, papers and records related to transactions and/or performance of the terms and conditions of these Terms and any PO(s). Supplier shall also permit IBP or its duly authorized representative (i) to inspect the facilities where Supplier manufactures, stores, uses, fits, sells, or markets the Products; and (ii) to audit Supplier’s quality control systems and processes that pertain to the Products. Supplier shall cooperate with IBP in the exercise of the foregoing audit rights, including: (i) make available to IBP or its agents all applicable records and documents; (ii) make relevant personnel available for interviews; (iii) promptly complete questionnaires; and (iv) give access to applicable facilities during regular and reasonable working hours. IBP agrees to give notice of at least ten (10) business days prior to initiating any audit pursuant to this section. This audit right shall continue for five (5) years after the Supplier’s last sale of Products to IBP. If an audit discovers substantive findings related to breach of contract, fraud, misrepresentation or non-performance, Supplier will reimburse IBP for the cost of such audit, in addition to other remedies IBP may have.

IBP, by written notice, may terminate a PO, in whole or in part, upon thirty (30) days’ prior written notice. In the event any PO is terminated as a result of Supplier's default, Supplier shall be liable for all damages allowed in law or equity, including the excess cost of procuring similar items. IBP shall have the right to immediately terminate any PO without further liability upon Supplier’s material breach, which includes but is not limited to Supplier’s negligence, dishonesty, fraud or misconduct in the provision of the Products hereunder. Any PO may be terminated by either Party, upon the filing by the other Party of a voluntary petition or an answer, or the filing against it of an involuntary petition that is not dismissed within sixty (60) days seeking reorganization, arrangement, readjustment of its debts or any other relief under the United States Bankruptcy Code, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing, or any other action of a Party to these Terms indicating its consent to, approval of, or acquiescence in any such petition or proceeding. If a PO is terminated for the convenience of IBP, Supplier will be compensated to the extent that items have been accepted by IBP prior to the effective date of termination. 18. Set-Off. IBP may deduct any amount owing from Supplier to IBP or its affiliated companies against any amount owing to Supplier under these Terms.

While on IBP’s premises, Supplier’s employees and subcontractors shall comply with IBP’s site-specific regulations. Supplier is solely responsible for the safety of its employees and its subcontractors, and the means and methods utilized by it or its subcontractors’ employees in the supply of Products under these Terms, and Supplier agrees that IBP shall have no such responsibility. In the event an employee or subcontractor of Supplier is injured while on IBP’s premises, Supplier shall immediately notify IBP of the time, nature, and severity of the injury and provide IBP with information applicable to any investigation of such injury.

As between the Parties, each Party is and shall remain the owner of all inventions, copyrightable materials, trademarks, trade secrets or other intellectual property that it owns or controls as of the Effective Date or that it develops or acquires thereafter without the use or employment of any Confidential Information of the other Party (each Party’s “Intellectual Property”). Supplier will provide, at no charge, all high-resolution photos (analog and digital) and all Product-related content necessary for the production of any and all sales and marketing materials, whether electronic or printed (“Materials”), to be used by IBP. Supplier grants to IBP a nonexclusive, nontransferable, royalty free license to use, copy, modify (prepare derivative works), display and distribute, with the right to sublicense, trademarks, service marks, trade names, trade dress, copyrights and rights of publicity associated with Products (“Supplier IP Rights”), for the limited purpose of marketing, promoting or selling Products through any promotional, advertising or distribution channel, including print and e-commerce. Supplier represents and warrants that it owns the Supplier IP Rights or otherwise has sufficient rights to grant the license to the Supplier IP Rights set forth herein. Supplier agrees to review and assume responsibility for the accuracy of all Product information contained in IBP’s Materials, provided that IBP has submitted such Materials to Supplier for review. With respect to Custom Products, the additional Intellectual Property terms set forth in Exhibit A apply.

Supplier may not use IBP’s name, trade names, trademarks, logos or other proprietary marks in any manner, including but not limited to advertising, marketing, news releases or customer lists, nor release any information to the public regarding these Terms or any PO, unless Supplier has received prior written permission from an authorized representative of IBP.

All specifications, data and all other information furnished by IBP to Supplier in connection with these Terms or any PO hereunder, in addition to these Terms and the POs, shall be treated by Supplier as confidential and shall not be disclosed by Supplier to any third-party(ies) (collectively, the “Confidential Information”), except as set forth herein or as required by law. Supplier shall use any Confidential Information only for purposes related to carrying out the Supplier’s obligations under these Terms and the POs. Any special costing, deviated costing, proof of delivery costing, market segment contract costing, vendor price support, rebate program terms, marketing program terms, growth program terms or payment terms provided by Supplier to IBP or between IBP and Supplier shall also be deemed to be IBP’s Confidential Information and shall not be disclosed by Supplier to any other party. Upon termination of these Terms and/or a PO for any reason, Supplier shall cease all use of any of the Confidential Information and shall return or destroy to the IBP any copies thereof. The provisions of this section regarding confidentiality shall survive the termination of a PO, or if no such termination occurs, the last sale of Products from Supplier to IBP, for a period of two (2) years. However, with respect to any trade secrets included in the Confidential Information, the confidentiality obligations herein shall continue for so long as such information is considered a trade secret under applicable law.

Neither Party shall be liable to the other for its failure to perform its obligations under these Terms or a PO for delays in its performance if such failure or delay is the result of any cause beyond the reasonable control of the impacted Party, including, but not limited to, an act of God, war, riot, acts of governmental authorities, or any other similar or dissimilar event. If an event of Force Majeure impacts Supplier’s ability to provide or deliver Products to IBP or otherwise perform its obligations under these Terms or a PO for more than five (5) business days, IBP may, in its sole discretion, find an alternate supply source for the impacted Product(s) and/or terminate the applicable PO.

Nothing in these Terms or any PO shall be deemed or construed as creating a relationship of principal and agent, partnership, or joint venture between the Parties, it being understood and agreed that no provision contained herein or act of the Parties shall be deemed to create any relationship between the parties other than that of independent contractors.

The language used in these Terms shall be deemed to be the language chosen by the Parties to express their mutual intent. In the event that an ambiguity or question of intent or interpretation arises, these Terms shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any person or entity by virtue of the authorship of any of the provisions of these Terms.

Supplier shall not subcontract the performance of any portion of any PO, the services or Products without IBP's prior written consent. For any use of subcontractor(s) by Supplier, the following terms shall apply: (a) In no event shall Supplier be relieved of any of obligations under these Terms or a PO by virtue of any subcontract or assignment hereof; (b) Supplier shall be liable for the performance of its subcontractors and shall monitor and manage such subcontractors; (c) Supplier shall remain directly responsible for the performance of services and provision of Products subcontracted by Supplier; and (d) Supplier shall remain directly responsible for the acts and omissions of all subcontractors concerning the treatment of Confidential Information as if they were Supplier’s own acts and omissions. Supplier will ensure that its subcontractors have agreed to the material and applicable terms of these Terms, including but not limited to the material provisions of the insurance requirements under these Terms. However, to be clear, such agreement by Supplier’s subcontractor(s) does not relieve Supplier of any of its obligations under these Terms or any PO.

Supplier may not transfer or assign these Terms, any PO, any interest therein or any claim arising hereunder without the prior written consent of IBP. IBP may transfer or assign the benefits of these Terms or a PO, in whole or in part, including without limitation Supplier’s warranties, without the approval of Supplier. The sections of these Terms that by their nature are intended to survive termination or expiration of these Terms will so survive, including without limitation, warranties, indemnities and confidentiality. These Terms, any PO, and the rights and obligations of the parties thereto, shall be governed by the laws of the State of New Jersey, without giving effect to its principles of conflicts of law. For purposes of determining such disputes, each Party may bring a legal action or proceeding exclusively in and irrevocably submits to the exclusive jurisdiction of (i) the Courts of the State of New Jersey (the “State Courts”) and (ii) if federal jurisdiction exists, the United States District Court for the District of New Jersey (the “Federal Court”), it being understood, however, that judgments, orders or decrees by or from the State Courts or the Federal Court may be appealed to or enforced in any competent court. If any action is brought to enforce or interpret these Terms or any PO, the prevailing Party shall be entitled to recover its reasonable attorney's fees and costs of suit. No waiver of any breach or default of the terms hereof shall (a) be effective unless in writing and signed by the waiving Party or (b) constitute a waiver of any other or further breach or default hereof. If any provision of these Terms is held to be illegal, invalid, void or unenforceable by a court of competent jurisdiction, the remainder of the provisions shall not be affected thereby, and each provision of these Terms shall be valid and enforceable to the fullest extent permitted by law. Nothing in these Terms, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of these Terms, except as otherwise expressly provided herein.

All notices required or permitted under these Terms must be in writing, and shall be deemed to have been duly given (i) when personally delivered; (ii) transmitted by email to the appropriate notice address; (iii) one business day after being duly tendered to an internationally-recognized overnight courier service for next business day delivery, delivery fee prepaid or charged to sender, or three business days after the day of mailing when mailed by certified mail, return receipt requested, postage prepaid - in each case, to the following Party notice addresses: if to IBP - 255 Rt. 1 & 9, Jersey City, NJ 07306 Attn: VP Procurement/Purchasing, with a copy to Legal@imperialdade.com; if to Supplier - at the address Supplier provides to IBP for such notices or, if none, the publicly available address of Supplier’s business headquarters. Either Party may change their address for notice by giving the other Party ten (10) days’ prior written notice to the other Party.

I. Products Covered; Pricing; Precedence.

a. Any proposed price increase for Custom Products is subject to IBP’s consent, which shall not be unreasonably withheld. Unless otherwise agreed to by the Parties in writing, any price increase for any Custom Product under these Terms will be limited to the corresponding price increase to the Supplier for its raw material or component sourcing, as substantiated by reasonable documentation in IBP’s sole opinion. IBP may terminate the applicable PO if an agreement regarding the proposed price increase cannot be reached.

b. Any Custom Products produced by Supplier under an agreed upon PO between Supplier and IBP are non-returnable, unless otherwise specified in that PO.

c. With respect to Custom Products only, this Exhibit A takes precedence over the remainder of the Terms to the extent there are any conflicting terms.

II. Termination. In addition to the termination provisions set forth elsewhere in these Terms, upon termination of a PO for convenience by IBP, unless otherwise agreed to in writing by the Parties, IBP agrees to purchase from Supplier Reasonable Inventory of Custom Products on hand as of the date Supplier receives IBP’s notice of termination which had been specifically produced or reserved for IBP. “Reasonable inventory” shall be defined as up to thirty (30) days of inventory of both custom packaging/finishing supplies and finished Custom Product. IBP may elect in its sole discretion to have the custom packaging/finishing supplies converted into finished Custom Products at the last agreed upon cost.

III. Intellectual Property.

a. Ownership. In addition to the Intellectual Property and Ownership provisions in the Terms, Supplier acknowledges and agrees that IBP owns all right, title, and interest in and to the Victoria Bay trademarks and logo, and all other IBP trademarks and logos, now in effect or created/developed hereafter (collectively, the “Trademarks”). Supplier shall not at any time acquire any rights, title or interest in the Trademarks, IBP’s Confidential Information, or IBP’s Intellectual Property. All use of the Trademarks or IBP Intellectual Property by Supplier and all goodwill associated therewith shall inure to the exclusive benefit of IBP. Supplier shall use its best efforts to protect IBP’s rights in the Trademarks and Supplier agrees that it will not do anything that would jeopardize or diminish IBP’s rights to or the value of the Trademarks, IBP’s Confidential Information, or IBP’s Intellectual Property. Supplier agrees that it will not at any time contest or challenge the validity of IBP’s sole ownership of the Trademarks and IBP’s rights therein.

b. License. IBP grants to Supplier a non-exclusive, worldwide, royalty-free license to mark or label the Custom Products with the Trademarks, as designated and approved by IBP, solely in connection with the performance of its obligations under these Terms and the applicable PO to produce, package, and deliver the Custom Products. Each Custom Product, Custom Product specification or pre-production specimen that uses any Trademark must be approved by IBP prior to production. No Custom Product or Custom Product specification shall be modified or changed without IBP’s prior written approval. Any such use of a Trademark in marking or labeling will be limited to the quantities of such Custom Products set forth in a purchase order or otherwise authorized in writing by IBP and will be done in accordance with IBP’s specific written instructions. Supplier will neither sell nor otherwise dispose of, nor permit the sale or disposal of, any Custom Products (including any Custom Products rejected by IBP) to anyone other than IBP without first obtaining IBP’s express written consent and then (a) removing, or otherwise defacing as installed, any IBP Trademark or identification prior to such sale or disposal, and (b) complying with such other requirements as IBP will impose in its sole and absolute discretion. IBP may elect, but will have no obligation, to purchase from Supplier any surplus labels, packaging or other materials bearing any IBP Trademark or identification.

IV. Service Level Standards:

a. Minimum Service Level. The Parties agree that the Supplier’s minimum level for prompt and dependable service (“Minimum Service Level”) is defined as the follows:

i. Supplier must deliver the Custom Products under any PO issued under these Terms to the ‘ship to’ destination as noted on the PO no later than ten (10) business days (for avoidance of doubt, business days are Monday through Friday) after Supplier’s receipt of the applicable PO, and the average monthly fill rate for Custom Products under any PO is at least 98% shipped complete (that is, no backorders or failure to fulfill the PO) and on time (that is, within the ten (10) business day window identified in in this sentence). Supplier agrees to maintain a sufficient inventory of Custom Products to ensure this Minimum Service Level is maintained for the duration of the applicable PO. (In the event of a backorder, at IBP’s sole discretion, such backordered Custom Products will be either (a) be shipped LTL (Less-Than-Truckload) at Supplier’s expense once available or (b) held and included on a future order.)

b. Reimbursement. If, for any reason (excluding a Force Majeure event, as defined herein), Supplier materially and repeatedly, in IBP’s sole and reasonable opinion, fails to meet the Minimum Service Level for any Custom Product, IBP has the right to procure alternative supply sources for comparable, substitute product(s), as solely determined by IBP. Supplier will reimburse IBP for any and all costs incurred by IBP above the costs set forth in the applicable PO for such substitute product until Supplier can resume consistently meeting the Minimum Service Level for the applicable Custom Product(s) or until the PO is terminated in accordance with these Terms. All such reimbursements must be made from Supplier to IBP within thirty (30) calendar days after the Supplier’s receipt of IBP’s written reimbursement request.