ALADDIN TEMP-RITE, LLC
PURCHASE ORDER TERMS AND CONDITIONS

These Terms & Conditions are part of the purchase order to which they are attached (this “order”) and apply to all goods and other property (“Products”) and services (“Services”) that the supplier named on the order (“Seller”) sells, supplies, delivers or provides to ALADDIN TEMP-RITE, LLC (“Buyer”).

1. ACCEPTANCE OF ORDER.  This order will become a binding contract upon the earliest of Seller’s written acknowledgment, shipment of Products or performance of Services. This order is an offer and expressly limits acceptance to the terms stated herein. Any additional or different terms proposed by Seller, or stated in Seller’s acknowledgment, acceptance, invoice, quote or other document, are rejected, and will not become part of the contract between Buyer and Seller without Buyer’s express written consent.
   
   
2. CHANGES.  Buyer reserves the right at any time to make changes in methods of shipmen, packing, place or terms of delivery. If any change affects the cost of or the time for Seller’s performance, an equitable adjustment shall be made in the contract price or delivery schedule.
   
   
3. SHIPPING, LABELING, DELIVERY.  Seller shall comply with Buyer’s packaging and labeling requirements. A packing list must accompany each shipment, showing part number, quantity, P.O. number, release number and other information as required by Buyer.  Shipments sent C.O.D. without Buyer’s written consent will not be accepted and will be at Seller’s risk. All shipments must be made in Seller’s name.
   
   
4. TIMING; CANCELLATION OF ORDER.  Time is of the essence. Without waiving its other remedies, Buyer may cancel all or any part of this order if Seller fails to ship any Products or complete any Services when required, or if Buyer notifies Seller of a failure to make adequate progress towards completion and Seller does not correct such failure within 5 days, or if Seller breaches or fails to comply with any of the warranties or other terms hereof.
   
   
5. TITLE; RISK OF LOSS.  Title to Products and risk of loss shall transfer to Buyer upon physical delivery to Buyer’s site. Seller warrants that Buyer will obtain good title to the Products, free and clear of all liens and claims, upon delivery to Buyer’s site. Products shall not be deemed accepted until they have actually been received and inspected at Buyer’s site and tested and accepted by Buyer. If any Products are defective in material or workmanship, or otherwise fail to meet Buyer’s instructions or specifications, Buyer shall have the right, without waiving or prejudicing any other remedies, to return rejected Products at Seller’s expense, or hold them at Seller’s risk and expense. Seller shall pay for all packing, handling, sorting, and transportation expenses incurred in connection with rejected Products. No goods returned as defective shall be replaced without an order.  Payment for items prior to inspection shall not constitute acceptance of such items.
   
   
6. WARRANTIES.  Seller warrants to Buyer that the Products are free from all defects in design, workmanship, and materials, are fit for their intended purposes, are new and not previously used, conform to the descriptions on their labeling and packaging, conform to Buyer’s specifications, drawings, plans, and other documents furnished to Seller; are merchantable and of good quality, and have been manufactured and produced in compliance with all applicable federal, state, local and foreign laws and regulations. These warranties shall survive acceptance and payment and are in addition to any other warranties given by the Seller or any manufacturer.  In the event of a breach of any warranty, Seller shall be liable for the purchase price of the goods, plus any special, incidental, and consequential damages incurred by Buyer, including Buyer’s loss of prospective profits.
   
   
7. TOOLS.  Seller at its own expense shall furnish, maintain, and replace when necessary all dies, tools, gauges, fixtures and patterns, mold equipment, original artwork and printing plates, production printing plates and other equipment  “Tools”) necessary to produce the Products.
   
   
8. PATENTS ETC.  Seller warrants that the Products and their sale or use will not infringe any U.S. or foreign patents, or copyright, trade name, trademark, trade secrets or other property or contractual rights. Seller shall indemnify, hold harmless, and defend Buyer, its affiliates, successors, assigns, and customers, and their respective officers, directors, agents and employees (“indemnified parties”) against all claims, costs, liabilities, damages, and expenses (including reasonable attorneys’ fees and court costs) incurred by any indemnified party on account of any alleged infringement of any patent, copyright, trade name, trademark, or violation of any trade secrets or other legal rights resulting from or arising in connection with the manufacture, sale or use of Products.  If Products are held to infringe any third party’s rights, Seller shall, at Buyer’s election, without waiving Buyer’s other rights and remedies, (a) procure for Buyer the right to continue to use the Products; (b) replace them with noninfringing Products; (c) modify them so they become noninfringing; or (d) provide some combination of the foregoing.
   
   
9. RIGHTS IN MATERIALS AND INFORMATION.  Buyer retains ownership of all proprietary and confidential materials and information (collectively, “Materials”) it discloses to Seller in connection with this order. Seller shall not disclose confidential Materials to others without Buyer’s prior written consent and shall not make use of them other than to fill orders for Buyer, except where (a) such information becomes available as the result of third parties’ actions, or (b) such information is not originally acquired by Seller directly or indirectly from Buyer under obligation of secrecy. Seller shall not use or disclose proprietary Materials without Buyer’s prior written consent and shall not make use of them except to the extent necessary to fill orders for Buyer.  “Materials” includes all Buyer’s trade secrets, design, engineering, technical, operational, or economic information (whether patentable or not), and other information that Buyer could reasonably expect to remain confidential. If Seller uses any Materials in designing or obtaining any Tools, Seller will not use such Tools without Buyer’s written consent except in filling Buyer’s orders.
   
   
10. COMPLIANCE WITH LAWS.  Seller warrants that it has complied, and while performing this order will continue to comply, with all applicable federal, foreign, state and local laws, regulations, ordinances and executive orders, including without limitation, those relating to such things as trade competition, foreign corrupt practices, customs and export, workers compensation, fair labor standards, workers’ health and safety, environmental restrictions, and hazardous or toxic substances. To the extent that this order is subject to Executive Order 111246, the terms of that Executive Order and all applicable regulations, including 41 C.F.R. Part 60, are incorporated herein by reference, and Seller agrees to comply with the Executive Order and all applicable regulations.
    
    
11. EXCUSED PERFORMANCE. Seller’s failure to perform or delay in performing its obligation under this order shall be excused if it arises from a cause beyond Seller’s reasonable control, including, without limitation, natural catastrophe, acts of war or terrorism, labor disputes, strikes, lockouts, or governmental action. Seller shall promptly notify Buyer in writing if it anticipates any such delay. If it appears that the delay will be more than a reasonable period of time, Buyer shall have the right to terminate this order.
    
    
12. INDEMNITY.  Seller hereby indemnifies and holds harmless Buyer, its parent, subsidiaries, and affiliates, and each of their respective officers, directors, owners, agents and employees (all of the foregoing, collectively, the “Buyer Parties”) from and against any and all responsibility or liability for any claim, loss, damage, injury, personal injury (including death), cost or expense (including without limitation attorneys’ fees and court costs) that any of the Buyer Parties may suffer or incur (any of the foregoing, a “Claim”) arising out of or in any way relating to the Products, or the manufacture, sale, purchase or use of the Products, except to the extent such Claim is directly caused by the Buyer Party’s willful misconduct or gross negligence.
    
    
13. INSURANCE,  Seller shall maintain broad-form commercial general liability insurance with respect to the Products (including product, personal injury, contractual, automobile and public liability, and property damage) with limits of at least $2,000,000 per occurrence and $5,000,000 aggregate limit, and workers’ compensation insurance as required by applicable law. Each policy shall be primary and shall name Buyer as additional insured. Seller shall provide acceptable insurance certificates upon request.
    
    
14. INVOICES AND PAYMENT.  Payment terms shall be as indicated on the order. All invoices must show part number, quantity, purchase order number, and release number, if applicable, and must be delivered in triplicate to the address indicated on the order.  The date of Buyer’s receipt of a correct and complete invoice with supporting documents governs for calculation of payment dates.
    
    
15. PRICE.  Seller represents that the price for the Products is the lowest price charged by Seller to buyers of a similar class under similar conditions.  If the price is omitted on this order, Seller agrees to charge the lowest prevailing market price. Seller shall provide Buyer with the benefit of any price reductions available at the actual time of shipment.
    
    
16. TAXES.  Unless prohibited by law, Seller shall pay all sales tax and other taxes imposed on the Products, or their sale, use or delivery.
    
    
17. TERMINATION.  Buyer may at any time terminate this order wholly or partially by written notice, or verbal notice confirmed in writing.  If this order is terminated for convenience, any claim of Seller shall be settled on the basis of reasonable costs it has incurred in the performance of this order.  If Buyer terminates because of Seller’s breach of any term hereof, including breach of warranty, Seller shall not be entitled to recover any costs.
    
    
18. REMEDIES.  Except as otherwise provided herein, all remedies provided herein are cumulative, in addition to all other remedies available to a party at law or in equity or otherwise, and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other right or remedy. All warranties and indemnities in this order shall survive the term of this order and any inspection and/or acceptance of the Products by Buyer.
    
    
19. ASSIGNMENTS AND SUBCONTRACTS. Seller shall not assign, transfer, delegate or subcontract its rights or obligations under this order without Buyer’s prior written consent. Any other assignment is void.
    
    
20. GOVERNING LAW; JURISDICTION, VENUE.  This Order shall be governed by the laws of the State of Tennessee (excluding rules on conflicts of laws) and the United States of America. Seller irrevocably consents to the exclusive jurisdiction of the federal and state courts located in Davidson County, Tennessee, for any action relating to this Order or any relationship between the parties. Any action or any other dispute between the parties must be filed and heard only in a federal or state court sitting in Davidson County, Tennessee, and Seller agrees not to contest or challenge venue in any such courts. The Convention on the International Sale of Goods does not apply.
    
    
21. JURY WAIVER.  Each Party Hereby Knowingly, Willingly And Irrevocably Waives Its Rights To Demand A Jury Trial In Any Action Or Proceeding Involving This Agreement Or Any Relationship Between The Parties.
    
    
22. AMENDMENTS AND WAIVERS.  Except as provided herein, this order may not be modified, supplemented or amended except in writing signed by the parties. None of its provisions may be waived except in writing signed by the party to be charged. No waivers shall be implied, from any custom or course of dealing, any delay or failure in the exercise party’s rights and remedies hereunder or otherwise. Any waiver granted by a party shall not obligate such party to grant any further, similar, or other waivers.
    
    
23. COMPLETE AGREEMENT.  This order, including these Terms and Conditions, constitutes the complete, final and exclusive contract between Seller and Buyer with respect to the Products and Services, and supersedes all prior and contemporaneous understandings and agreements, written or oral (excluding confidentiality agreements). Buyer objects to any Seller terms that are inconsistent with the terms hereof. Any provisions of this order prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remaining provisions.