DS149 Specialty Terms

Specialty Terms to Blanket Purchase Order

Costing and Payment. Except as set forth herein, costing is firm through the term of the Blanket PO. Payment terms are net 45 days after Product shipment and receipt of your invoice.

Communication and Invoicing. You will accept and acknowledge our purchase orders within one business day by Nucleus (DSM electronic supplier interface system). You agree to electronically communicate all invoices to us on the day the Products are shipped or by 4:00 (CST) the day after the Products are shipped. There is no minimum purchase commitment or requirement. The invoice will include the costs and other terms on our purchase order. If the costs or terms are incorrect, you will notify us prior to shipment; you agree to ship and invoice us per the purchase order if you fail to notify us prior to shipment of any discrepancy. Our account will not be placed on credit hold without at least three business days’ notice and an opportunity to cure. Your invoices will include the tracking number and either the carrier name or Standard Carrier Alpha Code and product serial numbers.

Lead Times/Disruptive Events. You agree to proactively notify us when any Product is unavailable for shipment within the agreed-upon lead time and you are responsible for freight charges on any late shipments should you fail to notify us of the delay prior to shipment. If a delay results from fault on your part and you fail to notify us of such delay in a timely manner, you agree to pay for and not charge us or our customer for any freight charges in excess of the amount associated with the originally requested method of shipment. You agree to ship Products FIFO, i.e. ship those Products identified in the oldest of our purchase orders first if such Products are available. You agree not to split orders without our request or approval. Time is of the essence for each order. You agree to ship these products on our Third Party Freight (TPF) program, where we handle the freight arrangements.

Return Goods. For all Product returns, we shall request a Returned Goods Authorization. At our iscretion and your expense, you will accept such Products for return, send them to us, or allow our customer or destroy them. Restocking fees do not apply to return of defective Products but shall apply to Products that meet the Feature Guideline and are unused by us. You agree to pay return shipping on all defective Products. All other Products can be returned to you, and you will issue credits in an amount agreed to by the parties within 10 business days of return. You agree to notify us of credits using Nucleus with all such credits referencing our original purchase order number.

Quality & Audits. Supplier will manufacture quality Products consistent with specifications, legal requirements, and meeting or exceeding industry standards. Supplier has a quality control and assurance program in place and is ISO 9000 (or equivalent) in place or has received an exemption from this requirement from DSM’s Quality Manager. Supplier will permit and cooperate with regular and ongoing quality and compliance audits by DSM or its representatives at Supplier’s or its subcontractor’s (as applicable) manufacturing facility(s) at DSM’s sole cost and in such a manner as not to unreasonably interfere with Supplier’s operations.

Shipping. All products will be drop shipped, F.O.B. shipping point, from a U.S. location. There is no drop ship penalty, minimum order, handling charge or cancellation fee. You agree to reference on all shipping labels and packing slips our name, the ship-to information, our customer PO number, and any other shipment notes (except Supplier-only notes) in our purchase order.

Product Ownership; Inventory Responsibility. Title to all raw materials, subassemblies and Products are Supplier’s property and will be held in Supplier’s or its subcontractor’s inventory until Products have been loaded for shipment at the agreed-upon shipping location within the United States at which point title to such Products will transfer to DSM. There are no minimum quantities or order commitments for Products by DSM from supplier.

Indemnity/Limitation of Liability/Insurance. DSM agrees to defend, reimburse, indemnify, and hold harmless Supplier from and against all assessments, claims, demands and judgments for liability, damages (including without limitation punitive damages), costs (including attorneys’ fees and litigation expenses through trial and appeal), and fines (collectively “Liability”) made or recovered against Supplier arising out of or relating to: a) any misrepresentations to DSM’s Customers to the extent caused by DSM or its Employees; b) any intentional misconduct or gross negligence by DSM or its employees; c) violation of any third party intellectual property rights caused by the Product Trade Name (defined below) (if provided by DSM); or d) violation of any law by DSM. Supplier agrees to defend, reimburse, indemnify and hold harmless DSM and all of its agents, employees, customers, and insurers and Suppliers from and against all Liability made or recovered against a DSM lndemnitee for any of the following caused by Supplier, Supplier’s employees, agents, representatives, principals, subcontractors or related entities (collectively “Staff’), or arising out of or relating to the manufacture, production, design, or shipment of any Product Supplier provides a:) bodily injury or death to any person or property damage; b) violation of any intellectual property rights; or c) violation of any law, misrepresentation or breach of the Agreement. An indemnitee shall promptly notify the indemnifying party in writing of any claim and cooperate in its defense. “Trade Name” means the Product name, trademark, and logo. Except for any obligations of indemnification or otherwise expressly provided herein, UNDER NO CIRCUMSTANCE WILL A PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR LOST PROFITS NO MATTER HOW ARISING OR WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Except for any obligations of indemnification or otherwise expressly provided herein, THE TOTAL LIABILITY, lF ANY, OF DSM WILL BE LIMITED TO THE COST OF THE PRODUCT(S) GIVING RISE TO THE CLAIM. You shall name Direct Supply Manufacturing, Inc. as an additional insured on all insurance policies required by this Blanket PO and its terms. This
Section shall survive the termination or expiration of this Blanket PO for any reason.

Professionalism and Compliance. Each party represents and agrees that it and its Staff will comply with all applicable international, federal, provincial, state and local laws, rules and regulations applicable to this Blanket PO and the products provided hereunder including, without limitation, the U.S. Foreign Corrupt Practices Act, antitrust laws, local employee health and safety laws, and any applicable trade restrictions, export controls, and anti-boycott laws and regulations. Each party represents that it will not pay, offer, promise to pay, or authorize payment of any bribe or other unlawful benefit or remuneration to any government official, political party official, candidate for office, or representative of any public international organization to obtain or retain business or to secure any improper advantage. This includes without limitation any payment, offer, benefit, solicitation, or remuneration which is unlawful under the laws of the United States, a treaty to which the U .S. is a party, or the Supplier’s country of operation. Supplier certifies that it is not and has not been subject to any investigation (other than previously disclosed to DSM), prosecution, litigation, conviction, assessment or finding of liability by any governmental authority involving the design, manufacture, import or export of any products, materials or software; the unlawful treatment or employment of employees including without limitation any children; or any other law, regulation or
treaty which is materially related to the Supplier’s obligations under this Blanket PO.

Export/lmport. Supplier shall ship the Products to DSM from a U.S location, and DSM shall only sell the Products within the United States. Supplier agrees that it and its subsidiaries, employees, agents, Contractors and Staff, will comply with all import/export control laws and not export any product, equipment, software, data, device, information, or work product to any country in violation of such export laws. Supplier will be the importer and exporter of record and/or prepare all customs
filings for any such importation or exportation. Supplier will be responsible for all duties, taxes, tariffs, and fees as well as proper filing of country of origin, U .S. and all other country’s customs documents and reports associated with the import of the
Products to the U.S. and from country of origin (or any other country). Supplier will be listed as the consignee on all documents, and only Supplier will be listed as “in care of” party for import in to the United States.

Miscellaneous. These Specialty Terms, our Standard T&Cs, the Blanket PO, and our individual POs are the full, final, and integrated Agreement (“Agreement”) between the parties and supersede all prior contracts or understandings which relate to the subject matter of the Agreement. This Agreement does not amend, supersede, or affect any “Approved Supplier Relationship Agreement (or similar contract) for the Supplier’s branded products nor does it amend, supersede, or affect ay contract DSM may have with any of your subsidiary or affiliated entities which remain in full force and effect. You may not assign or subcontract this Agreement or any right or obligation thereunder without our prior written consent.

Last updated 10.19.2020