Purchase Order-Terms and Conditions

These terms, conditions, and instructions (“Terms and Conditions”) shall be applicable to the purchase order and to all subsequent purchase orders received by you (“Seller”) from e2ip Technologies and its affiliates listed in Section 38 of these Terms and Conditions and identified on the face of the Purchase Order (“Buyer”) whether received by mail or by electronic means (each a “Purchase Order”), from the date of your receipt of these terms until such time as you receive a revised edition of these Terms and Conditions or other notice of revocation of the same. These Terms and Conditions shall apply to all transactions between Seller and Buyer until such further notice.

Additional or different terms, conditions, or instructions applicable to a particular order may be specified in the body of the Purchase Order, or in an exhibit thereto, and, in the event of a conflict, shall take precedence over these Terms and Conditions with the exception of Section 2, ELECTRONIC TRANSACTIONS, below.

Notwithstanding anything to the contrary contained herein, if Seller and Buyer have executed a master purchase or supply agreement which governs the purchase and sale of articles, products, software or services supplied by Buyer to Seller, the terms of such master agreement shall be controlling and shall take precedence over these Terms and Conditions and any additional or different terms contained in any document generated by Seller.

1. ACCEPTANCE: Buyer’s order expressly limits acceptance to these Terms and Conditions and the applicable Purchase Order. Any terms and conditions contained in a proposal, quotation or invoice of Seller shall not constitute a part of the contract of sale resulting from Seller’s acceptance of Buyer’s Purchaser Order unless such terms and conditions are specifically incorporated or noted as applicable in Buyer’s Purchaser Order. Any purported acceptance containing additional or different terms shall be deemed to be an acceptance of these Terms and Conditions, notwithstanding such additional or different terms. Seller’s shipment of articles or products, or commencement of services in response to Buyer’s Purchase Order shall constitute acceptance of these Terms and Conditions and any additional or different terms contained in any acknowledgment or invoice form submitted by Seller shall not constitute any part of the contract of sale resulting from Seller’s acceptance.

2. ELECTRONIC TRANSACTIONS:
A. If Seller and Buyer have mutually agreed to the use of an Electronic Data Interchange (“EDI”) system to facilitate purchase and sale transactions, Seller agrees:
(i) That it shall not contest (a) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (b) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, as the case may be, on the basis that such records were not originated or maintained in documentary form;
(ii) That it shall use proper security procedures to protect its EDI records from improper access.
(iii) That the records maintained by Buyer regarding EDI Purchase Orders issued by Buyer shall be controlling.
B. If Seller and Buyer have mutually agreed to an Automated Clearing House to facilitate purchase and sale transactions, the payment term in the Purchase Order shall be extended by five (5) days.

3. PRICE AND DELIVERY: Buyer’s order shall be filled at the price specified on the Purchase Order, or at any lower price agreed between the parties. All prices shall include any and all royalties, license fees or other similar fees or charges. If no price is specified, the order shall be filled at the lowest of (a) the price last quoted by Seller, (b) the price last paid by Buyer to Seller, or (c) the prevailing market price, unless a higher price is approved in writing by an authorized representative of Buyer’s procurement department. Unless otherwise stated, articles or products are to be delivered in accordance to incoterms stated on the Purchase Order.

4. MODIFICATION: Modification, rescission, or amendment of Buyer’s Purchase Order or the contract of sale resulting from Seller’s acceptance shall be ineffective unless approved in writing by an authorized representative of Buyer’s procurement department.

5. INSPECTION: All articles and products supplied pursuant to Buyer’s Purchase Order shall be subject to Buyer’s inspection and acceptance, notwithstanding prior receipt and payment, and, if unsatisfactory, may be returned, transportation both ways, unpacking, examining, and repacking at Seller’s expense. Nothing contained herein shall relieve in any way Seller from the obligation of testing, inspection and quality control.

6. CHARGES: Seller shall box, crate, or package as necessary for shipment without charge unless otherwise specified on Buyer’s Purchase Order.

7. DELIVERY, CANCELLATION: Time is of the essence with respect to all aspects of any Purchase Order governed by these Terms and Conditions. In addition to its other rights and remedies, but subject to Section 28, Buyer shall have the right to cancel all or any portion of its Purchase Order without liability if delivery is not made within standard or agreed upon lead time.

8. TERMINATION: Notwithstanding any contrary terms contained above, the Buyer shall have the right at its absolute discretion, five (5) days following Buyer’s written notice to the Seller, to terminate, in whole or part, Buyer’s Purchase Order or any contract of sale resulting from its acceptance. In the event of such cancellation, the Buyer shall have no obligation to the Seller except the obligation to pay all costs actually incurred by the Seller prior to the date of termination, provided, however, that in no event shall the Buyer be obligated to pay an amount in excess of the amount set out in Buyer’s Purchase Order; advance payments will be refunded accordingly.

9. GENERAL REPRESENTATIONS AND WARRANTIES: Seller represents and warrants:
A. That Seller’s performance of any Purchase Order governed by these Terms and Conditions and any articles, products, software or services provided thereunder will comply with all provincial, state, local, national, and international laws, regulations, rules or orders (collectively,
the “Laws”).
B. That Seller shall comply with all Buyer’s policies, procedures, and programs as provided to Seller by Buyer from time to time, including, without limitation, Buyer’s policies, procedures, and programs related to quality, labor, security, health and safety, environmental, discrimination and ethics.;
C. That all articles, products, software and services supplied under Buyer’s Purchase Order: (i) are new; (ii) are free from defects in design, reliability, conformity, manufacture, material, and workmanship, including latent defects; (iii) shall conform to the applicable specifications, documentation and other requirements (including without limitation information on functional performance, operation, material content, size, appearance and response times); (iv) shall conform to Buyer’s quality program requirements as provided to Seller; (v) shall fully perform, operate and function as set forth in the specifications, documentation and other requirements of any Purchase Order governed by these Terms and Conditions or otherwise agreed to by the parties in writing; (vi) are of merchantable quality and suitable for their intended purpose; and (vii) are free and clear from all claims, security interests, encumbrances and liens;
D. That all articles and products supplied under Buyer’s Purchase Order shall be shipped in full compliance with applicable Laws relating to packaging, labeling, shipping and documentation, including Laws concerning hazardous materials, substances and waste of all provincial, state, local, national, or international governmental agencies or authorities regulating any segments or modes of transportation employed to effect delivery of such articles or products to Buyer, and all hazardous materials, substances, and waste shall be packaged, marked, and labeled in accordance with all applicable Laws of all jurisdictions where the transportation is occurring, the International Civil Aviation Organization, and the International Maritime Organization;
E. Without limiting Seller’s liability to Buyer or third parties hereunder, Seller shall maintain Commercial General Liability Insurance to include contractual and products/completed operations coverages to meet its indemnification obligations under any Purchase Order governed by these Terms and Conditions or potential loss thereunder as required by applicable Laws. All such insurance shall be primary and not contributory with regard to any other available insurance to Buyer. Seller represents and warrants that it shall promptly file all claims made under any Purchase Order governed by these Terms and Conditions with its insurance carriers; and
F. For shipments to the United States, Seller acknowledges that Buyer participates in the U.S. Customs-Trade Partnership Against Terrorism
(“C-TPAT”) program. C-TPAT may enable participating members to obtain expedited clearance of their cargo at the time of customs entry. Seller agrees to secure its facilities in keeping with the security guidelines available on the U.S. Customs Service’s website (currently available at www.customs.ustreas.gov/xp/cgov/import/commercial_enforcement/ctpat/importers/importer_security.xml). These security measures focus on procedural security, physical security, access controls, personnel security, education and training awareness, manifest procedures, and conveyance security. Additionally, for shipments into or out of the United States, Seller agrees to use the Buyer designated customs broker when specified or requested.

10. INDEMNIFICATION: Seller agrees to defend, indemnify, and hold harmless Buyer against all liabilities, causes of action, lawsuits, fines, penalties, claims, demands, costs, expenses (including reasonable attorney fees), damages and judgments that may be made by anyone, including without limitation, Buyer and its affiliates, occasioned by, relating to or resulting from: (i) any infringement claim related to any trademark, copyright, patent, or other proprietary right of a third party; (ii) any articles, products, software or services purchased under a Purchase Order; (iii) any defective products, articles or materials provided by Seller, including without limitation the use or disposal of hazardous materials, substances and waste; (iv) Seller’s failure to perform its obligations or breach of any of the representations or warranties under a Purchase Order governed by these Terms and Conditions; (v) injury or death of any person(s) or damage to any property attributable to the articles, products, software or services purchased, or misconduct, negligent acts or negligent omissions of Seller, its subcontractors, and their officers, agents or employees; or (vi) product recalls or epidemic failures. If the articles, products, software or services purchased become the subject of a preliminary or final order or judgment against Buyer’s use due to a claim of infringement, Seller shall, at its expense, either: (i) procure the right for Buyer to continue using such articles, products, software or services; or (ii) replace or modify the same so as to become non-infringing, while remaining compatible, functionally equivalent and in conformity with the specifications, documentation and other requirements at no cost to Buyer, including without limitation, any cost associated with Buyer’s manufacture, sale or certification of Buyer’s products. Seller must inform the Buyer, or Buyer must inform the Seller, as the case may be, promptly in writing after becoming aware of any action or threatened action which may invoke this Section 10. Any such notification from Seller must include a re-affirmation of its duties to Buyer under this Section 10. Any response from Seller that does not clearly state Seller’s agreement to indemnify, defend and hold Buyer harmless shall be deemed as non-responsive for purposes of this Section 10. In the event Seller fails to re-affirm its duties to Buyer under this Section 10 in writing within ten (10) days from receiving said notice, or to respond to any notification from Buyer under this Section 10 in writing within ten (10) days from receiving said notice from Buyer, Buyer shall have the right to defend or settle the matter on Seller’s behalf. Such defense or settlement by Buyer as a result of the aforementioned non-response from Seller shall not diminish nor relieve Seller of its obligations under this Section 10.

11. SECURITY: Seller shall observe all facility access, safety, and security measures required by Buyer. Seller shall assure that its employees follow Buyer policies while at any Buyer site. In addition to the aforementioned, Buyer has developed minimum security standards based upon the C-TPAT security guidelines. Sellers that ship in or out of the United States as the result of direct business with Buyer shall comply with the provisions of the Buyer Minimum Security Standards that are available upon request.

12. CONFIDENTIALITY: Seller shall preserve as confidential all, and shall not disclose any, proprietary or confidential information of Buyer (including information of a third party which Seller is made aware of a result thereof) to which Seller may have access as a result of Buyer’s Purchase Order, the contract of sale resulting from its acceptance, or the presence of Seller’s employees at any Buyer site. This confidentiality obligation shall apply to all such proprietary or confidential information of Buyer whether in its original form or a derivative form, including work product resulting from Seller’s performance of Buyer’s Purchase Order. Seller shall not take photographs of any portion of any work performed pursuant to Buyer’s Purchase Order or duplicate any specifications, documentation and other requirements without the prior approval of Buyer. Nothing herein shall prevent the communication to others of any proprietary or confidential information which Seller can show was known to Seller or its representatives prior to its receipt from Buyer hereunder, was lawfully obtained by Seller or its representatives other than by disclosure from Buyer, or became public knowledge through no fault of Seller.

13. PUBLICITY: Seller shall not refer to the existence of any Purchase Order governed by these Terms and Conditions in any press release, advertising or materials distributed to prospective or existing customers or any other public disclosure, except as required by law. If required by law, the Seller shall provide copies of the disclosure for the prior review and comment by the Buyer, which shall have a minimum of five (5) business days to review the materials. The foregoing notwithstanding, Seller may include Buyer (while referring generally to “e2ip Technologies”) as a customer in listings of its clients, except in press releases or other materials distributed to the media. The e2ip Technologies logo may not be used under any circumstance. Except to the extent provided in this Section 13, Seller shall not disclose any information concerning any Buyer’s Purchase Order or the contract of sale resulting from its acceptance, including its existence, without the prior written consent of Buyer.

14. ASSIGNMENT: Seller shall not in any manner delegate its duty of performance or assign its rights or obligations under any Buyer’s Purchase Order or the contract of sale resulting from its acceptance without Buyer’s prior written consent. Any attempted assignment in violation of the preceding sentence shall be of no force or effect.

15. PARTIAL INVALIDITY. Should any provision of these Terms and Conditions be held to be void, invalid or inoperative, the remaining provisions of these Terms and Conditions shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.

16. LEGAL EXPENSES. The prevailing party in any legal action or proceeding brought by one party against the other and arising out of any Purchase Order governed by these Terms and Conditions shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys’ fees.

17. GOVERNING LAW: Any Purchase Order governed by these Terms and Conditions and all matters arising out of or relating thereto shall be governed by and construed in accordance with the Laws of the Province of Quebec regardless of all choice of law rules and principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

18. CONSENT TO JURISDICTION AND EXCLUSIVE VENUE: All proceedings relating to or arising out of Purchase Orders issued by a Buyer are subject to the exclusive jurisdiction and venue of the courts located in the City of Montreal, Province of Quebec. Seller expressly waives any right to object to the exercise of personal jurisdiction by these courts.

19. ISO CERTIFICATIONS: The Seller shall operate and maintain a Quality Management System at least compliant to the following standards.
A. ISO 9001 – Quality Management Systems – Requirements.
B. ISO 14001 – Environmental Management System.

If the above standards are not applied, the Seller shall prove equivalent and proven quality system set up. Any change in certifications or expiration must be notified to the Buyer.

20. QUALITY CONTROL. The Seller is obliged to apply suitable quality control during its entire manufacturing process (e.g. SPC – Statistical Process Control, Control point Yield monitoring or comparable measurements,..) in order to grant fulfilment of AQL (Approved Quality Levels) requirement for all produced articles or products foreseen for delivery to BUYER. All process and measuring equipment must also be within calibration dates to NIST.

21. STOP SHIPMENT. A stop shipment may be declared either by the Buyer or the Seller when either identifies an actual or potential quality issue. Each party has the responsibility of informing the other party as soon as the potential quality issue is detected.

22. PRODUCT CHANGE NOTIFICATION AND EOL. All EOL (End Of Life) notifications must be sent a minimum of 6 months prior to the effective date with acknowledged receipt by the Buyer. Last Time Buys or product changes that may potentially affect form, fit and function have to be announced at minimum 6 months in advance to the Buyer as this may force the renewal of product approval. The Seller is responsible for managing its supply chain in a manner that will permit proper notification of changes to the Buyer. In the case of any change, including a change of manufacturing site, process or major equipment change, the Seller shall wait for written acceptance from the Buyer’s Supply Chain Department before manufacturing any articles or products that incorporate such changes. In the case of a temporary change or work around, a request for waiver should be issued by the Seller for approval by the Buyer. The Seller will be deemed responsible for all quality impacts related to the failure to notify the Buyer of said changes.

23. SUITABILITY WARRANTY. The Seller warrants that the articles, products, software or services supplied under any Purchase Order governed by these Terms and conditions are suitable for the Buyer’s business purposes, in full compliance with all applicable specifications, documentation and other requirements and free from all defects during the warranty period (whether contractual or under applicable Laws). In addition, the Seller will pass on to the Buyer all manufacturers’ material warranties to the extent that they are transferable. Written approval is required from the Buyer prior to any shipments of articles or products that have surpassed 50% of its shelf life.

24. STANDARD SELLER WARRANTY PERIOD. The warranty in relation to articles, products, software or services supplied under any Purchase Order governed by these Terms and conditions shall be in effect for a time period of twelve (12) months from acceptance by the Buyer in accordance with Section 5. The parties acknowledge that circumstances may arise where there is a need for a longer warranty and the parties will agree on these on a case by case basis.

25. PRODUCT REPLACEMENT. In the event of fulfilling this warranty, the replacement or repair shall be made available and delivered in the most expedient method according to the Buyer’s time demand/requirements. Warranty deliveries are always at the Seller’s expense. The Buyer shall be given first priority and the Seller shall take actions that are satisfactory to buyer to enable the delivery.

26. EPIDEMIC FAILURES. In the case of epidemic failures, the Buyer shall have the right to ask the Seller or, at its own discretion, to proceed directly at the Seller’s expense, to replace all potentially damaged products sold to customers that incorporate articles, products or services purchased from the Seller. lf transport costs, duties, taxes, travel costs, labor and spare parts costs borne by the Buyer shall be reimbursed by the Seller, without prejudice for the Buyer’s right to claim all additional damages incurred and/or to terminate all relevant pending Purchase Orders in accordance with Section 8.

27. PRODUCT RECALL. If a product recall is required by the Buyer or any provincial, state, local, national, or international governmental agencies or authorities, the Buyer shall notify the seller within 30 calendar days. If such recall requires repair or replacement of defective articles or products identified, then the Buyer may require expense reimbursement from the Seller, including labor, materials and associated logistic expenses.

28. FORCE MAJEURE. The Seller’s responsibilities shall be not be excused to the extent that a force majeure event could have been prevented by reasonable precautions or reasonably circumvented by the Seller through the use of alternate sources, work-around plans, or other means. If any force majeure event occurs preventing the Seller from performing its obligations under a Purchase Order subject to these Terms and Conditions, the Seller shall give immediate notice to the Buyer. If such delay continues for a period of thirty (30) days, the Buyer shall have the right to cancel any pending Purchase Order for the articles, products or services so delayed, without any penalty or liability to the Buyer.

29. COMPLIANCE WITH APPLICABLE LAWS AND ETHICS. The Seller agrees to comply with all applicable Laws in executing its obligations under any Purchase Order subject to these Terms and Conditions. This includes, but it is not limited to, the Laws governing the following: environmental, health, safety, employment, child labor, force labor, compensation, working hours, discrimination and human rights, custom, and antitrust safety.
30. CONFLICT MATERIALS/MINERALS. All articles and products purchased must be free of conflict materials/minerals that are directly or indirectly financing or benefitting armed groups, terrorist organizations or any other unlawful organizations and or its affiliates.

31. INSURANCES. The Seller will maintain Comprehensive or Commercial General Liability Insurance (including but not limited to articles, products, software or services purchased, broad form contractual liability, broad form property damage and personal injury liability), with minimum limits at levels that are customary and commercially reasonable for the Seller’s industry or as required by applicable Laws, for claims of bodily injury, including death, and property damage that may arise from use of the articles or products purchased, or acts or omissions of the Seller under any Purchase Order governed by these Terms and Conditions.

If any Purchase Order involves performance by Seller of installation, maintenance or other services, the following terms shall apply in addition to any applicable terms set out above:

32. LABOR PERFORMED BY SELLER: The Seller acknowledges and agrees that in performing services, the Seller will be acting solely as an independent contractor, and neither the Seller nor any of its employees, consultants, subcontractors or employees of said consultants or subcontractors shall be deemed to be employees of the Buyer for any purpose. Subject to Section 33 all persons employed by the Seller in the performance of the services shall be employees of the Seller. The Seller shall carry such employees on the payrolls of the Seller and make all required payments to provincial, state, local and national authorities covering payroll taxes and any other payments relating to such persons’ employment. The Seller shall procure at its own expense all permits and licenses required for the performance of the services and shall arrange for all required inspections. Time is of the essence with respect to all aspects of the services and the subject matter hereof.

33. SUBCONTRACTORS: The Seller shall not use any consultant or subcontractor without the prior written approval of the Buyer. Subject to the foregoing, if the Seller should use a consultant or subcontractor, the Seller shall be fully responsible for services performed by the consultant or subcontractor to the same extent as if the services were performed directly by Seller.

34. VERIFICATION AND ACCEPTANCE OF SERVICES: The Seller shall document each maintenance call with a work ticket, which shall be signed by the Buyer’s representative and submitted with the Seller’s invoice. Each deliverable under a Purchase Order governed by these Terms and Conditions shall be subject to acceptance testing by the Buyer to verify that the deliverable satisfies all requirements of the deliverable conveyed by the Buyer to the Seller. If the Buyer discovers a non-conformity within ninety (90) days following delivery of a deliverable and the Buyer notifies the Seller of the non-conformity, the Seller shall either correct the non-conformity at no additional charge in a timely, professional manner, or, at Buyer’s sole discretion, refund monies paid by the Buyer for the services attributable to or affected by the non-conforming deliverable.

35. LIABILITY INSURANCE: If the Seller performs services on Buyer’s property, the Seller shall maintain in force during the performance of such services liability insurance for not less than the following limits of liability:
A. Workmen’s Compensation Statutory
B. General Liability
o Bodily Injury (any one person) $3,000,000
o Bodily Injury (any one occurrence) $5,000,000
o Property Damage $500,000
o Professional Liability $1,000,000

36. OWNERSHIP OF WORK PRODUCT: All drawings, specifications, magnetic or electronic media, calculations, work, ideas, inventions, discoveries, processes and improvements, computer programs, operating instructions, notes, and all other documentation or work product (whether or not patentable) created, conceived or first reduced to practice by the Seller’s employees, consultants or subcontractors, alone or with others, in connection with services rendered for the Buyer (“Work Product”) resulting from performance of the services shall be the property of the Buyer with the Buyer owning the copyright and all other proprietary rights to the Work Product. All originals and copies of the Work Product shall be delivered to the Buyer upon the earliest of the completion of the services, the termination or suspension of the services, or the written request of the Buyer. The Seller agrees to execute, without further consideration, assignments (and waivers of non-assignable rights) or other documents that may be necessary to establish the Buyer’s ownership of the Work Product. The Seller shall cooperate with the Buyer or its designees and execute documents of assignment, declarations, and other documents which may be prepared by the Buyer, and take other necessary actions as reasonably directed by the Buyer, to effect the foregoing or to perfect or enforce any proprietary rights resulting from or related to any Purchase Order governed by these Terms and Conditions. The Seller hereby assigns and conveys to the Buyer the entire right, title, and interest in and to such work including work created prior to the date of the Purchase Order, including the copyright therein and any copyright renewal thereof (and to the extent any such rights cannot be assigned, waives any right thereunder). Such cooperation and execution shall be performed without additional compensation to the Seller. The Seller shall cause each of the Seller’s employees, consultants and subcontractors charged with performance of services for the Buyer or granted access to confidential information of the Buyer to execute an agreement recognizing the Buyer’s ownership rights and concurring with the obligations of the Seller as set forth herein. The Seller hereby grants the Buyer a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual license to use, copy, modify and distribute all Seller property provided to the Buyer as part of or embedded in the Work Product hereunder.

37. SERVICES WARRANTY: In addition to the other representations and warranties provided in these Terms and Conditions, the Seller warrants that: (i) the services will be executed in accordance with the Buyer’s Purchase Order and all applicable Laws; (ii) all Work Product produced under any Purchase Order governed by these Terms and Conditions shall be of original development and all of the Seller property shall be of original development or licensable by the Seller, as the case may be, and all Work Product and property licensed or owned by the Seller and used in the performance of any work under any Purchase Order governed by these Terms and Conditions shall not infringe or violate any patent, copyright, trade secret, trademark, or other third party intellectual property right; (iii) no mechanics’, laborer’s’, workmen’s, builders’, contractors’, suppliers’ of materials’ or architects’ liens shall attach to Buyer’s property by virtue of the Seller’s default in paying its employees, suppliers or, consultants or subcontractors; (iv) the Seller shall perform all services under any Purchase Order governed by these Terms and Conditions on a professional basis and in a diligent, workmanlike, and expeditious manner; and (v) the Seller has (or will have) enforceable written agreements with all of its employees, consultants and subcontractors assigning to Seller ownership of all patents, copyrights and other proprietary rights created in the course of their employment or engagement (and to the extent any such rights cannot be assigned, waiving any right thereunder), and obligating such employees, consultants and subcontractors upon terms and conditions no less restrictive than contained herein, not to use or disclose any proprietary rights or information learned or acquired during the course of such employment or engagement, including, without limitation, any Work Product, and any other information.

38. BUYER ENTITIES LISTED. E2IP TECHNOLOGIES INC. (e2ip Technologies Montréal), 750 Boulevard Marcel Laurin, St-Laurent, Québec, Canada. H4M 2M4; 9380-3955 Québec Inc. (e2ip Technologies USA), 61959 MN-38, Bigfork, MN 56628, United States; E2IP MAROC Société à responsabilité d’associé Unique (e2ip Technologies Morocco), Zone franche d’exportation, 27000 Nouaceur, Nouaceur, Morocco.

Instructions:

39. Labeling, Packaging, Handling & Storage: The Seller shall ensure that packaging and shipping containers are of adequate/specified design and construction to protect product from damage, deterioration or alteration during handling, storage and distribution Expiration dates and any related storage conditions shall be clearly recorded on the labeling, packaging and shipping documents. The Seller shall create, store and perform labeling operations in a way that prevents an incorrect label from being generated and used.
40.Markings:
• Show the Buyer’s Purchase Order line number on all packages.
• Each Container Must Also Be Plainly Identified By:
     -Name of Manufacturer
   -Buyer’s Product Title
   -Net Weight
   -Parcel Number of Total Parcels Shippe

41. Additional instructions for shipments of chemicals and packaging materials:
• Each container must be identified with the Manufacturer’s Control Number, Manufacturing Location, Buyer’s Item Code, Lot or Batch Number in a legible manner.
• Keep number of manufacturing and material lots to a minimum.
• When applicable, use specified and agreed upon routing guide.

42. Packing Slips: A packing slip itemizing contents should be placed on the outside of each shipment in a protective envelope.  The Buyer’s Purchase Order line number must appear with each item on the Seller’s packing slip.  All shipments must also show number of containers within the shipment.  Certificate of compliance must be included with each shipment, along with an RoHS compliance statement.

43. Invoices:  Show the Buyer’s Purchase Order line number, net weights, payment terms and transportation terms.  The Buyer’s Purchase Order line number must appear with each item on the Seller’s invoice.  Improper invoices may be returned for correction without loss of discount.  In case of doubt concerning quality or where rejections occur, payment may be deferred by the Buyer without loss of discount.  Due dates and cash discounts will be computed from the date the invoice is received by the Buyer’s Accounts Payable department.  Invoices should be mailed to specified physical remittance address or emailed to the specified email address.

44. Bills of Lading:  Show the Buyer’s Purchaser Order line number, net weight, gross weight, and/or tare weight where applicable, as well as the number of containers.  If chemicals, also show number of containers in each batch.  If transportation is F.O.B. origin and transportation charges are for the Buyer’s account, ship at released value rates that will produce lowest transportation cost via the Buyer’s designated carrier.