Terms and Conditions

TERMS AND CONDITIONS OF SALE OF PRODUCTS BY BRADFORD COMPANY

1. Applicability. The following Terms and Conditions (“Terms”) are applicable to all sales by Bradford Company (“Bradford”) to a purchaser (“Purchaser”) and are the only conditions applying to the sale of Bradford’s products (“Products”), except conditions relating to price, quantities, delivery schedules, terms of payment, invoicing, shipping instructions, and the description and specification of the Products, together with other written conditions which may be mutually agreed upon by the parties. Bradford shall not be deemed to have waived any of these Terms if it fails to object to provisions appearing, or incorporated by reference in, or attached to Purchaser’s purchase order or other purchase documents.

2. Acceptance. Bradford’s offer to sell Products to Purchaser is expressly conditioned upon Purchaser’s acceptance of these Terms. Bradford expressly rejects and objects to all new, different, or additional terms submitted by Purchaser. A Purchaser’s letter of intent, or PO for custom product will constitute their approval of the design quoted.

3. Price and Payment Terms. All prices and quantities quoted are subject to adjustment after thirty (30) days, and may be adjusted earlier for any significant material cost increase Bradford incurs. Unless otherwise stated in Bradford’s quotations, payment of the price is due in full thirty (30) days after shipment at 13500 Quincy Street, P.O. Box 1199, Holland, Michigan 49422-1199, U.S.A., without discount. Any payment not made when due shall accrue a finance charge of 1-1/2% per month.

4. Shipment. Unless other­wise agreed in writing, all Product sales are F.O.B. Holland, Michigan. Bradford shall have no liability for delays, damage, or delivery failures occurring after the Products are delivered to the carrier. Product shortages and visibly damaged or defective Products must be reported to Bradford within 10 days of delivery. Shipping dates are estimated, and not guaranteed.

5. Quantities. As to the expendable Products, the quantities herein specified, unless otherwise noted, are subject to an overrun or underrun of up to 10%. As to material handling and returnable products, the quantities will be those specified on the Purchaser’s Purchase Order.

6. Purchase Orders. All purchase orders must include quote and part number, color of container, hot stamp or screen print verbiage, artwork if needed, prototype sign off form from sample, signed ECN’s, date of any incoming Purchaser supplied components, and any special instructions.

7. Lead–Times. Lead-times are usually seven (7) weeks or less for packaging with purchased totes, containers and pallets or two (2) weeks after receipt of last of following items received; PO or Purchaser supplied totes, containers and pallets. Lead-times are guidelines and may be decreased or extended based upon purchased parts availability and receipt of Purchaser supplied items.

8. Purchaser Components. Purchaser supplied components (i.e. totes, bulk bins, or pallets) must be shipped PREPAID to Bradford one (1) week before Bradford’s estimated ship date. Early shipments of Purchaser supplied components require prior authorization by Bradford. Failure to comply may result in refusal of components. Late shipment of Purchaser supplied components may result in changes to Bradford’s estimated ship date.

9. Tooling. Purchaser is responsible for any Product-specific tooling that is needed for Bradford to produce Products. Tooling becomes the property of the Purchaser after it is invoiced to and paid for by the Purchaser. Any Purchaser-owned tooling that is stored by Bradford will be considered obsolete when it is not used for a period of 12 months after the date of the most recent invoice for Products produced from that tooling. Bradford may dispose of obsolete tooling in the manner it considers appropriate without further notice to or authorization from Purchaser. Bradford will forward obsolete tooling to Purchaser (at Purchaser’s expense for packaging, handling and freight) if Bradford receives written instructions to do so at the time the tooling is initially ordered.

10. Dimensional Tolerance. Unless otherwise specified, expendable products are made to dimensional tolerance allowances that are generally acceptable to the paper trades and packaging industries. Generally tolerance on paperboard material is + / – .0625” and on all other Products is + / – .125”.

11. Purchaser Testing and Approval. When specially treated materials are ordered, or materials have special physical or chemical properties, or where the Product to be packaged might be harmed by impurities in Bradford’s materials, the Purchaser assumes full responsibility for adequate testing of the materials prior to their use and agrees to hold Bradford harmless from all claims relating thereto.

12. Food Grade Products. It is understood and agreed that the Products ordered by Purchaser are not to be used for food or food-grade products unless Bradford is notified in writing of such intended use at the time of Purchaser’s purchase order. Where the Products ordered are to be used for food or food-grade products, Purchaser assumes full responsibility for adequate testing of the materials prior to their use and agrees to hold Bradford harmless for all claims relating thereto.

13. Warranty and Disclaimer. Bradford warrants that its Products are made to Purchaser’s dimensional specifications or to design specifications approved by the Purchaser. THESE WARRANTIES BY BRADFORD ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. BRADFORD SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

14. Exclusive Remedy. BRADFORD’S LIABILITY TO PURCHASER AND PURCHASER’S REMEDY FOR A BREACH BY BRADFORD OF ANY WARRANTY OR OTHER OBLIGATION IS LIMITED, IN BRADFORD’S DISCRETION, TO EITHER THE REPLACEMENT OF THE DEFECTIVE PRODUCTS RETURNED TO BRADFORD OR TO A REFUND OF THE PURCHASE PRICE OF THE DEFEC­TIVE PRODUCTS (OR, IF NOT PAID, TO A CREDIT IN THE AMOUNT OF THE PURCHASE PRICE). THE DISPOSITION OF ANY REJECTED MATERIALS MUST BE APPROVED BY BRADFORD COMPANY IF A CREDIT IS TO BE CONSIDERED. IN NO EVENT SHALL BRADFORD BE LIABLE FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAM­AGES, INCLUDING LOST PROFITS.

15. Indemnity. In the event Purchaser provides or specifies tooling, materials, specifications, drawings, instructions, or the like, Purchaser agrees to defend, protect and hold harmless Bradford from and against any and all suits, damages, claims, and demands for actual or alleged infringement of any patent or proprietary right, and to defend any suit or action and reimburse all attorney fees incurred by Bradford in defense of any such suits or actions which may be brought against Bradford for an alleged infringement of a patent or proprietary right. Bradford shall have the right to participate in the defense of any suits or actions described in this paragraph, and no settlement, discontinuance, dismissal or judgment may be entered without advising and consulting with Bradford.

16. Installments. Bradford reserves the right to ship Products in installments. In the event of shipment in installments, installments will be separately invoiced and paid for when due, without regard to subsequent shipments. Delay in shipment of any installment shall not relieve Purchaser of its obligation to accept remaining deliveries.

17. Cancellation. No order accepted by Bradford may be cancelled or altered by Purchaser except upon terms and conditions acceptable to Bradford as evidenced by written consent signed by a duly authorized representative of Bradford.

18. Returns. Product returns will not be accepted without prior written approval of Bradford and a return authorization number issued by Bradford.

19. Proprietary Information. Product specifications are the property of Bradford. They are proprietary information and are disclosed to Purchaser in confidence with the understanding that they are not to be reproduced or copied, directly or indirectly. The information is not to be used, in whole or in part, to assist in the creation of any drawings, prints, specifications, etc. which use the features or information derived from this design without the express written consent of Bradford.

20. Force Majeure. Except for the obligation to make payments to the other party (which shall not be deferred or extended for any reason), neither party shall be responsible for any failure to perform or delay in performing if such failure or delay is due to any strike, riot, civil commotion, sabotage, act of God, war, terrorist act or governmental action in response to any terrorist act, or other cause beyond its reasonable control. In addition, Bradford shall not be responsible for any failure to perform or delay in performing due to inability to obtain deliveries of necessary raw materials.

21. Claims. In the event that there are claims involving Products discovered after completion of a sale of Products, the party discovering the error shall immediately notify the other party. The parties agree that any claim or action arising out of or related to Products or to any sale transaction between Bradford and Purchaser, will be brought within one (1) year after the cause of action has accrued or be deemed waived.

22. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state of Michigan without regard to any conflict of law or choice of law rules or provisions. With respect to any action, suit, or proceeding brought in connection with the transactions contemplated hereby, Bradford and Purchaser agree to bring such action, suit, or proceeding exclusively in the United States District Court for the Western District of Michigan or in the Ottawa County Michigan Circuit Court.

TERMS AND CONDITIONS OF PURCHASE OF PRODUCTS BY BRADFORD COMPANY

1. Applicability. The following Terms and Conditions (“Terms”) are applicable to all purchases by Bradford Company (“Bradford”) from a seller (“Seller”) and are the only conditions applying to the purchase of products by Bradford (“Products”), except conditions relating to price, quantities, delivery schedules, terms of payment, invoicing, shipping instructions, and the description and specification of the Products, together with other written conditions which may be mutually agreed upon by the parties. Bradford shall not be deemed to have waived any of these Terms if it fails to object to provisions appearing, or incorporated by reference in, or attached to Seller’s documents.

2. Acceptance. Bradford’s offer to purchase Products from Seller is expressly conditioned upon Seller’s acceptance of these Terms. Bradford expressly rejects and objects to all new, different, or additional terms submitted by Seller.

3. Acknowledgement and Shipping Date. Seller shall acknowledge receipt of this order promptly and provide a definite ship date. If the ship date is not satisfactory to Bradford, Bradford reserves the right to cancel this order.

4. Extra Charges. No additional charges of any kind including charges for boxing, packing, cartage, or other extras will be allowed unless specifically agreed to in writing in advance by Bradford.

5. Extra Goods. Except for customary quantity variations recognized by trade practice, goods in excess of those specified will not be accepted and such goods will be held at Seller’s risk. Bradford may, and at Seller’s direction shall, return such goods at Seller’s risk, and all transportation charges, both to and from the original destination, shall be paid by Seller.

6. Taxes. Unless otherwise stated, the prices do not include sales, use, excise, or similar taxes applicable to the Products furnished hereunder or the materials used in the manufacture thereof. All such taxes and charges shall be shown separately on Seller’s invoice.

7. Delivery. The obligation of Seller to meet the delivery dates, specifications, and quantities as set forth herein is of the essence of this order. Except as otherwise provided herein, title and risk of loss on all Products supplied to Bradford hereunder shall pass to Bradford upon delivery to Bradford’s dock, F.O.B.Holland, Michigan.

8. Delays. If Seller fails or refuses to proceed with this order, or if Seller fails to make delivery according to the delivery schedule, Bradford may cancel the then remaining balance of this order unless the delay is an excusable delay. The term “excusable delay” as used in this paragraph means any delay in making deliveries which results without fault or negligence on the part of the Seller and which is due to causes beyond its control including, but not limited to, acts of God or of a public enemy, any preference, priority or allocation order issued by the Government or any other act of the Government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, and delays of a supplier due to such causes.

9. Inspection and Acceptance. All Products shall be received subject to Bradford’s right of inspection and rejection. Defective Products or Products not in accordance with Bradford’s specifications will be held for Seller’s instruction at Seller’s risk and if Seller so directs, will be returned at Seller’s expense. If inspection discloses that part of the goods received are not in accordance with Bradford’s specifications, Bradford shall have the right to cancel any unshipped portion of the order. Payment for Products on this order prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims that Bradford may have against Seller.

10. Warranty. Seller warrants that all Products covered by this order or other description or specifications furnished by Bradford shall be in exact accordance with such order, description, or specifications and free from defects in material and workmanship and merchantable and shall conform to any warranties which arise by implication of law or by conduct of the parties.

11. Indemnification. Seller agrees to indemnify Bradford and to hold Bradford harmless from all claims, losses, suits, damage, or injury, including attorney fees and costs, arising out of or related to the Products covered by this purchase order.

12. Seller’s Certification. Sellers must have a formalized quality system. Preferred status is reserved for Sellers ISO, QS9000, or TS16949 certified. Bradford may require a Seller to become certified or to adhere to these standards .

13. Certification. Products must be certified using the current ASTM specification as shown on the purchase order. Proof of certification is required with the initial shipment and must identify the ASTM specification.

14. Assignment. Neither party shall assign or transfer this order or any interest therein or monies payable thereunder without the written consent of the other party, and any assignment made without such consent shall be null and void, except that Bradford may without the consent of Seller, assign this order and its interest therein to any affiliated corporation, or to any corporation succeeding to Bradford’s business.

15. MSDS Sheets. Seller shall provide MSDS Sheets with the first shipment of any particular Product to Bradford. In the event any changes are made in the Product which result in new MSDS Sheets, those MSDS Sheets shall be provided to Bradford. Seller will ensure any “hazardous substance” are properly identified in accordance with federal, state and local regulations together with any special handling instructions.

16. Applicable Law. This contract shall be governed by and interpreted in accordance with the laws of Michigan.

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