LUMINARY LOGISTICS SOLUTIONS, LLC — STANDARD TERMS & CONDITIONS

 

1. ACCEPTANCE-AGREEMENT: Seller’s commencement of work on the goods subject to this purchase order or shipment or provision of such goods or services, as applicable, whichever occurs first, shall be deemed an effective mode of acceptance of this purchase order. Any acceptance of this purchase order is limited to the express terms included on the face of any purchase order submitted by Purchaser and those terms included here. Any proposal for additional or different terms or any attempt by Seller to vary in any degree any of the terms of any Purchaser’s purchase order or the terms contained herein is hereby objected to and rejected, but such proposals shall not operate as a rejection of this offer unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods, but shall be deemed a material alteration thereof. This offer shall be deemed accepted by Seller without said additional or different terms. Suppose this purchase order shall be deemed an acceptance of a prior offer by Seller. In that case, such acceptance is limited to the express terms contained on the face of any purchase order submitted by Purchaser and those terms contained herein.

2. TERMINATION FOR CAUSE: Purchaser may also terminate this order or any part hereof for cause in the event of any default by the Seller, or if the Seller fails to comply with any of the terms and conditions of this offer. Late deliveries, deliveries of products which are defective or which do not conform to this order, and failure to provide Purchaser, upon request, reasonable assurances of future performance shall all be causes allowing Purchaser to terminate this order for cause. In the event of termination for cause, Purchaser shall not be liable to Seller for any amount, and Seller shall be liable to Purchaser for any and all damages sustained by reason of the default which gave rise to the termination.

3. PROPRIETARY INFORMATION-CONFIDENTIALITY-ADVERTISING: Seller shall consider all information furnished by Purchaser to be confidential and shall not disclose any such information to any other person or use such information itself for any purpose other than performing this contract, unless Seller obtains written permission from Purchaser to do so. This paragraph shall apply to drawings, specifications, or other documents prepared by Seller for Purchaser in connection with this order. Seller shall not advertise or publish the fact that Purchaser has contracted to purchase goods from Seller, nor shall any information relating to the order be disclosed without Purchaser’s written permission.

4. WARRANTY: Seller expressly warrants that all goods or services furnished under this agreement shall conform to all specifications and appropriate standards, will be new (unless specifically agreed otherwise on the face of the purchase order), and will be free from defects in material or workmanship. Seller warrants that all such goods or services will conform to any statements made on the containers, labels, or advertisements for such goods or services, and that any goods will be adequately contained, packaged, marked, and labeled. Seller warrants that all goods or services furnished hereunder will be merchantable and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If Seller knows or has reason to know the particular purpose for which Purchaser intends to use the goods or services, Seller warrants that such goods or services will be fit for such particular purpose. Seller agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to Purchaser, when notified of such nonconformity by Purchaser, provided Purchaser elects to provide Seller with the opportunity to do so.

5. PRICE WARRANTY: Seller warrants that the prices for the articles sold to Purchaser hereunder are not less favorable than those currently extended to any other customer for the same or similar articles in similar quantities. In the event Seller reduces its price for such article during the term of this order, Seller agrees to correspondingly reduce the prices hereof. Seller warrants that prices shown on this purchase order shall be complete, and no additional charges of any type shall be added without Purchaser’s express written consent.

6. INDEMNIFICATION: Seller shall defend, indemnify and hold harmless Purchaser against all damages, claims or liabilities and expenses (including attorney’s fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, any breach of the terms and conditions of this order, or from any act or omission of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Seller.

7. CHANGES: Purchaser shall have the right at any time to make changes in drawings, designs, specifications, materials, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this agreement shall be modified in writing accordingly as mutually agreed by the parties. Seller agrees to accept any such changes subject to this paragraph. If the parties cannot agree on the amendment, Purchaser may immediately terminate this purchase order.

8. INSPECTION/TESTING: Payment for the goods or services delivered hereunder shall not constitute acceptance thereof. Purchaser shall have the right to inspect such goods or services and to reject any or all of said goods or services that are in Purchaser’s judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense and, in addition to Purchaser’s other rights, Purchaser may charge Seller all expenses of unpacking, examining, repacking, and reshipping such goods. In the event Purchaser receives goods whose defects or nonconformity is not apparent on examination, Purchaser reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order shall relieve in any way the Seller from the obligation of testing, inspection and quality control. Purchaser shall have the right, at reasonable times, to inspect Seller’s premises and all Conflict Minerals (as defined below) traceability documentation related to Purchaser’s supply chain.

9. AUDIT RIGHT: Where appropriate, the purchaser shall have the right to audit product quality at the seller’s premises.

10. ENTIRE AGREEMENT: The purchase order, the terms and conditions thereto, and any documents referred to on the face of the purchase order, constitute the entire agreement between the parties.

11. SETOFF: All claims for money due or to become due from Purchaser shall be subject to deduction or setoff by the Purchaser by reason of any counterclaim arising out of this or any other transaction with Seller.

12. SHIPMENT: If, in order to comply with the Purchaser’s required delivery date, it becomes necessary for the Seller to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting therefrom shall be paid for by the Seller unless the Purchaser has caused the necessity for such rerouting or expedited handling.
13. WAIVER: Purchaser’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Purchaser’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.

14. LIMIT ON PURCHASER’S LIABILITY-STATUTE OF LIMITATIONS: In no event shall Purchaser be liable for anticipated profits or for incidental or consequential damages. Purchaser’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim.

15. Purchaser shall not be liable for penalties of any description. Any action resulting from any breach on the part of Purchaser as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.

16. COMPLIANCE WITH LAWS: Seller agrees that all goods shipped to the Purchaser under this agreement will be produced in full compliance with all applicable laws, including, but not limited to, the Fair Labor Standards Act. Seller further agrees that it shall not engage in the employment of child, forced, indentured, involuntary, prison, or uncompensated labor. Purchaser may, upon notice, inspect Seller’s plant and facilities at reasonable times to determine compliance with the provisions set forth herein. In addition to any other remedies contained herein, Purchaser shall have the right to immediately terminate this agreement and any other agreements with Seller if it determines that Purchaser is in violation of this section.

17. CHOICE OF LAW: This Purchase Order, and any contract formed hereunder, shall be governed by the laws of Virginia, without regard to principles of conflict of law, as the same may be from time to time in effect, including, without limitation, the Uniform Commercial Code as in effect in the State of Virginia.

18. TERMINATION WITHOUT CAUSE: The purchase order may be terminated at any time by Purchaser without cause by Purchaser providing Seller 30 days’ advance written notice of termination. Purchaser will pay Seller for any goods or services provided prior to the effective date of the termination.

19. NOTICES: All notices or other communications required or permitted under this Agreement will be in writing and will be delivered by hand or overnight courier service, mailed by certified or registered mail, or sent by fax or email, using the recipient party’s contact information included on the face of the purchase order and below. A party may change its contact information by notice to the other party. All notices and other communications given to a party in accordance herewith will be considered to have been given on the date of receipt.

20. CONFLICT OF INTEREST: A conflict of interest may exist where a Central Oceans employee or close relative has a connection to the Seller, and a third party may consider that this relationship may compromise the competitive process. The Seller certifies that if such a conflict of interest is present, the Purchaser has been notified in writing. Seller also certifies that no kickbacks, gifts, or any other form of remuneration has been given to a Seller’s employee.