Purchase Order Terms and Conditions

The following define The Woodbridge Group’s Purchase Order Terms and Conditions.

Please direct any questions to Ron Abela, at Ron_j_abela@woodbridgegroup.com.

Effective: November 7, 2017

1. Acceptance of Purchase Order. Acceptance of a purchase order and any revision thereto (“Purchase Order”) is limited to the terms and conditions on the face of the Purchase Order and these terms and conditions (“Terms”) and Woodbridge Foam Corporation and/or its affiliate or subsidiary as the case may be (“Woodbridge”) hereby objects to any additional or different terms contained on any of Supplier’s quotation, acknowledgement, SOW, invoice or other forms, or in any other correspondence from Supplier except as expressly agreed to by Woodbridge in writing. The Purchase Order may be accepted by Supplier in writing or by shipping conforming goods (“Goods”) or performing conforming services (“Services”), which shall constitute acceptance of the Purchase Order and the Terms as the entire agreement between the parties on the subject hereof, superseding all prior communications and negotiations.

2. Changes In Purchase Order. Woodbridge reserves the right at any time to change scope, specifications, methods of shipment or packing, or place or time of delivery. If any such change causes an increase or decrease in the cost of or the time required for performance of Supplier’s obligations under the Purchase Order, an equitable adjustment shall be made in the contract price or delivery schedule, or both, or Woodbridge may at its option, cancel the Purchase Order if agreement on an equitable adjustment cannot be reached. Any claim by Supplier for adjustment under this section shall be deemed waived unless asserted in writing within twenty (20) days from receipt by Supplier of the change order. Price increases or extensions of time for delivery shall not be binding on Woodbridge unless evidenced by a purchase order change notice issued by Woodbridge. No substitutions, changes or modifications of the ordered item or service shall be made except upon Woodbridge’s written authority.

3. Delivery and Delay. Supplier shall deliver Goods or perform Services in accordance with the specifications or approved samples, and at the prices and timing specified in the Purchase Order. Failure of Supplier to comply with such requirements shall entitle Woodbridge, in addition to any other rights or remedies afforded to Woodbridge by law or contract, to cancel the Purchase Order and be relieved of any liability. If shipment or performance is delayed for any cause, Supplier must report the same to Woodbridge promptly. Failure of Woodbridge to insist upon strict performance shall not constitute a waiver of any of the provisions of the Purchase Order or Terms or waiver of any default. Any failure by Woodbridge to exercise its remedies with respect to any installment shall not be deemed to constitute a waiver with respect to subsequent installment(s).

4. Notice of Shipping, Packing and Risk of Loss. All Goods shall be suitably packed, marked with Woodbridge’s purchase order number and shipped in accordance with shipping instructions specified in the Purchase Order and the Terms and otherwise in accordance with the requirements of common carriers so as to obtain the lowest transportation cost. Supplier shall be liable to Woodbridge for any loss or damage resulting from Supplier’s failure to provide adequate protection during shipment. Additional expenses, charges or claims incurred as a result of deviation from the specified route, non-compliance with other shipping instructions, or improper description of the shipment in shipping documents shall be assumed by Supplier. Risk that the ordered Goods may be lost, damaged or delayed in transit shall be upon Supplier until conforming Goods have been actually received, inspected and accepted by Woodbridge.

5. Prices. Woodbridge shall not be billed at prices higher than those stated on the Purchase Order, and no additional charges of any kind shall be imposed, unless authorized by a purchase order change notice issued by Woodbridge. Supplier represents that the price charged for the Goods or Services covered in the Purchase Order is the lowest price charged by Supplier to Woodbridge or a class similar to Woodbridge under conditions similar to those specified in the Purchase Order and that prices comply with applicable government regulations in effect at time of quotation, sale or delivery. Supplier agrees that any price reduction made in Goods or Services covered by the Purchase Order subsequent to the replacement of the Purchase Order will be applicable to such Purchase Order.

6. Payment Terms. Except as otherwise expressly stated on the face of the Purchase Order, Woodbridge shall pay net invoices for Goods or Services (subject to applicable withholding taxes, charge backs, and set-offs, if any) in accordance with MNS2 payment terms.  Notwithstanding the foregoing, in the event that Supplier is a supplier that Woodbridge’s customer has directed Woodbridge to utilize, and Woodbridge’s customer fails to pay Woodbridge for any Goods or Services provided by Supplier, then Woodbridge shall have no obligation to pay Supplier for such Goods or Services until such time as Woodbridge receives payment from its customer.

7. Warranties and Remedies. Supplier warrants that Goods or Services to be provided hereunder shall (a) be free and clear of all liens and encumbrances, good and merchantable title being in Supplier; (b) be free from any defects in design, material or workmanship (latent or otherwise) and of good and merchantable quality; (c) conform to Woodbridge’s specifications and representations made by Supplier and be fit for the use intended by Woodbridge; and (d) comply and have been produced, processed, packaged, labeled, delivered and sold as applicable in conformity with all applicable laws, administrative regulations and orders. The foregoing warranties shall survive inspection, delivery and payment and shall run in favour of Woodbridge, its successors and assigns and its customers, whether direct or indirect.

8. Indemnification by Supplier. Supplier shall indemnify Woodbridge, its successors, assigns, and customers (whether direct or indirect) against any and all losses, damages and expenses (including attorneys’ fees and other costs of defending any action) which they or any of them, may sustain or incur as a result of any claim of negligence, breach of warranty, personal injury or death, strict liability in tort or based on any other theory of law in connection with the Goods or Services provided by Supplier, including late delivery or performance, or as a result of any claim that the Goods or Services provided by Supplier fail to conform to or comply with any laws, regulations or standards, or based upon or arising out of any construction, installation, services or facilities provided by Supplier under or in connection with the Purchase Order.

9. Insurance. Supplier shall procure and maintain general commercial and product liability insurance during the entire term of the Purchase Order. The insurance shall be with limits and with a carrier or carriers reasonably satisfactory to Woodbridge. Supplier shall furnish Woodbridge with certificates of such insurance upon request. The insurance shall provide that the policy shall not be cancelled or reduced in coverage until ten (10) days after written notice shall have been given to Woodbridge of cancellation or reduction in coverage. All insurance shall name Woodbridge Foam Corporation as an additional insured.

10. Woodbridge’s Damages. Supplier shall be responsible for any and all losses, liabilities, damages and expenses, including incidental and consequential damages, and including but not limited to attorney’s fees and other costs of prosecuting an action for breach and all costs incidental and consequential to any plant down time which Woodbridge may sustain or incur as a result of any breach of the Purchase Order or Terms.

11. Direct Supply Relationship. If a Woodbridge customer (“Customer”) directed, recommended, requested, suggested or otherwise identified Supplier as the source from which Woodbridge is to obtain the Goods or Services (“Direct Supply Relationship”), then notwithstanding the particular payment terms otherwise applicable to the Purchase Order or anything to the contrary in the Purchase Order: (1) in no event will Supplier have a right to receive payment from Woodbridge for the Goods or Services except following, and in proportion to, Woodbridge’s actual receipt of payment for those goods in which the specific Goods are incorporated or Services are applied, and (2) any lengthening of applicable payment terms to Woodbridge will automatically lengthen the payment terms as between Woodbridge and Supplier by an identical amount of time, and Woodbridge may, at its option and on notice to Supplier, otherwise revise its payment terms for Goods or Services to take into account any other change in the payment terms of Woodbridge’s Customer(s) for the Goods or Services under the Purchase Order; (3) within three business days of any change in price, scope, specifications or other terms negotiated or proposed between Supplier and Customer, Supplier will notify Woodbridge in writing and will immediately adjust its invoices to reflect any price reduction, provided that no change will be binding on Woodbridge without Woodbridge’s specific written consent; (4) (without limiting any other rights and remedies of Woodbridge) Supplier will indemnify and hold harmless Woodbridge from any liabilities, claims, demands, losses, damages, costs and expenses (including without limitation attorneys’ fees and other professional fees) incurred by Woodbridge arising from or relating to the Goods or Services supplied by Supplier – and including without limitation any charges or set-offs (including without limitation interim field service action cost recovery debits) taken by Customer against Woodbridge by reason of alleged defects in Goods or Services, even if such set-offs by Customer are before final determination of (and subject to adjustment based upon) whether and to what extent defects in Goods or Services were a cause of the related remedial action undertaken and related costs/damages incurred by Customer; (5) Supplier will resolve all commercial issues (including pricing disputes), collection and/or insolvency risks of Customer and/or Supplier, warranty charges, product liability claims, recalls, intellectual property matters and production interruptions arising from or relating to the Goods or Services (except in each case to the extent caused by Woodbridge) directly and exclusively with Customer and Supplier will indemnify and hold harmless Woodbridge for these matters; and (6) any debits claimed by Customer arising from or relating to the Goods or Services will be passed through Woodbridge to Supplier. (d) If any requirement imposed by any Order on Supplier is found to be unenforceable or a gap otherwise exists or is created in the terms applicable to any Order through operation of law,  conflict in terms or otherwise, the corresponding requirement(s) of Customer shall be applicable to and binding on Supplier for the benefit of Woodbridge.

12. Non-Assignability. Supplier shall not assign or sublet the work to be done hereunder without the prior written consent of Woodbridge, but this provision shall not restrict Supplier in the procurement of component parts or materials. Supplier will ensure that any and all third parties to whom Supplier subcontracts any of the work hereunder are bound by all of the terms and conditions contained in this Agreement.

13. Patents, Trademarks and Copyrights. Supplier warrants that the sale or use of Goods or Services furnished hereunder will not infringe or contribute to infringement of any patent, copyright, trademark, trade secret or other proprietary right or subject Woodbridge or its customers (direct or indirect) to royalties in Canada, the United States or elsewhere, and shall indemnify and save harmless Woodbridge, its successors, assigns and customers (whether direct or indirect), against any and all losses, damages and expenses (including attorneys’ fees and other costs of defending any infringement action) which they, or any of them, may sustain or incur as the result of a breach of its warranty.

14. Cancellation by Woodbridge. Woodbridge shall have the right to cancel this Purchase Order without cause, and Woodbridge’s liability for cancellation of this Purchase Order without cause shall be limited to Supplier’s actual cost for work and materials applicable solely to this Purchase Order which shall have been authorized by Woodbridge and actually expended when notice of cancellation shall be received by Supplier. Woodbridge may at its option, cancel this Purchase Order without liability to Supplier (except for conforming Goods or Services previously accepted by Woodbridge) in the event Supplier shall cease to exist or become insolvent or the subject of bankruptcy or insolvency proceedings or shall commit a material breach in the performance of any part of its obligations under this Purchase Order.

15. Service and Replacement Parts. Upon receipt of a release, Supplier shall sell to Woodbridge all Goods or Services necessary for Woodbridge to fulfill Woodbridge’s and its customer’s service and replacement parts requirements for its current model year at the then current production prices.  If the Goods are systems, modules or assemblies, Supplier shall sell the components or parts of such systems, modules or assemblies at prices that will not in the aggregate exceed the then current production price of the system, module or assembly less the costs of labor involved in connection with the system, module or assembly.

After termination of the current model production of the vehicle involved, Supplier shall sell to Woodbridge Goods or Services necessary for Woodbridge to fulfill Woodbridge’s and its customer’s service and replacement parts requirements for past model years at the prices then specified in the last Purchase Order for current model production for the first five (5) years of past model service.  For the following ten (10) years of past model service or such longer period as Woodbridge’s customer requires service parts, the prices shall be as specified in the last Purchase Order for current model production, plus any actual net cost differential for manufacturing costs (if applicable) as mutually agreed between Woodbridge and Supplier.

16. Tooling. Any materials, machinery, equipment, tools, dies, jigs, fixtures, patterns, drawings, specifications, samples and other facilities furnished by Woodbridge to Supplier, obtained by Supplier at Woodbridge’s expense and/or which are to become the property of Woodbridge under a Purchase Order (collectively, “Tooling”) shall become, from the date of Supplier’s acceptance of the Purchase Order, and remain the sole and exclusive property of Woodbridge, with the absolute right of possession in Woodbridge, free from any liens or claims of any type or nature whatsoever.  Supplier shall hold the Tooling as a bailment only.  Supplier shall use the Tooling only in the performance of work for Woodbridge.  All Tooling shall be held at Supplier’s risk, shall be kept insured by Supplier, at Supplier’s expense, against loss or damage in amounts equal to full replacement value, and shall be subject to immediate removal at Woodbridge’s written request.  Supplier shall, at Supplier’s expense, maintain all Tooling in at least as good condition and repair as when originally received by Supplier, reasonable wear and tear excepted, and shall, if and as necessary, replace any items that are worn, damaged or destroyed.  Woodbridge does not provide any representations, assurances or warranties whatsoever with respect to the Tooling.

Upon the completion or termination of a Purchase Order, all Tooling shall be retained by Supplier, at Supplier’s expense, until disposition instructions are received from Woodbridge.  All Tooling will be clearly labeled “PROPERTY OF _____________”, with Supplier to insert “WOODBRIDGE” or the name of Woodbridge’s customer, as directed by Woodbridge.

Woodbridge will approve the payment of eighty (80%) percent of reasonable Tooling cost only after the successful completion and approval of the Production Part Approval Process (“PPAP”) sample submission by Woodbridge to its customer.  Payment of the balance for such Tooling cost will be approved for payment only after a successful audit and full payment to Woodbridge for such Tooling by Woodbridge’s customer.  Supplier acknowledges and agrees that a Tooling Purchase Order and the compensation to be paid thereunder are subject to a successful audit by Woodbridge.  Woodbridge shall have the right to audit Supplier’s books and records for a period of two (2) years after PPAP submission by Woodbridge to its customer and in the event that Woodbridge determines that any amount was not properly payable may debit Supplier’s accounts for such amount.

17. Force Majeure. Woodbridge shall not be liable for any damage as a result of any delay or failure to accept delivery due to any act of God, act of Supplier, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown or other labour difficulties, war, riot, delay in transportation, defaults of common carriers, inability to obtain necessary labour, materials, or manufacturing facilities or, without limiting the foregoing, any other delays beyond Woodbridge’s control which shall affect Woodbridge’s ability to receive and use the Goods or services. In the event of such delay, the date of delivery shall be extended for a period equal to the time lost because of the delay. Supplier’s exclusive remedy for other delays and for Woodbridge’s inability to accept delivery for any reason shall be rescission of this Purchase Order.

18. Confidentiality and Non-Disclosure. (a) Supplier shall consider and treat all Information (as defined in subparagraph (b)) as confidential and shall not disclose any Information to any other person, or use any Information itself for any purpose other than pursuant to and as required by this Order, without Woodbridge’s prior written consent. Woodbridge retains all rights with respect to the Information, and Supplier shall not acquire, nor attempt to obtain, any patent, trademark, copyright, license or other rights in respect of the Information. Supplier shall not allow any Information to be reproduced, communicated or in any way used, in whole or in part, in connection with services or goods furnished to others, without Woodbridge’s prior written consent. (b) For the purposes of this Purchase Order, “Information” means all drawings, reproductions, specifications, designs, engineering instructions, photographs, reproducible copy, parts lists, plans, reports, working papers, computations and other information furnished by Woodbridge or Woodbridge’s customer and shall include all terms and conditions and any other information relating to this Order.

19. Compliance with Laws and Code of Business Conduct and Ethics. (a) Supplier, and any Goods or Services supplied by Supplier, will comply with all applicable laws (which includes but is not limited to the legislative and regulatory requirements of the country of receipt, the country of shipment/performance, and the country of final use of the Goods or Services), including rules, regulations, orders, conventions, ordinances and standards, including without limitation (i) in relation to the manufacture, labeling, transport, import, export, licensing, approval or certification of the Goods or Services as applicable, and (ii) laws relating to competition, corporate governance, taxation, financial disclosure, environmental matters, hiring, wages, hours and conditions of employment, subcontractor selection, discrimination, occupational health or safety and motor vehicle safety. While supplying Goods or Services under a Purchase Order the Supplier will comply with the US Foreign Corrupt Practices Act, the Canadian Corruption of Foreign Public Officials Act, local anti-corruption laws and all other laws prohibiting any form of commercial or private bribery and Woodbridge’s Global Anti-Bribery and Corruption Policy. The Purchase Order incorporates by reference all clauses required by these laws. (b) Supplier represents that: (i) neither it nor any of its subcontractors or suppliers will either engage in or permit substandard working conditions in the supply of the Goods or the Services under this Order, (ii) child labor or underage labor, as defined by applicable law, will not be utilized, (iii) it will not allow any form of forced or compulsory labor, (iv) workers, without fear of reprisal, intimidation or harassment, shall have the right to associate freely and join labor unions and workers’ councils or to otherwise refrain from joining such organizations as they so choose, in accordance with applicable laws, (v) workers shall be protected against any form of harassment and discrimination in any form, including but not limited to gender, age, religion, disability and political beliefs, (vi) workers shall have a safe and healthy workplace that meets or exceeds all applicable standards for occupational health and safety, (vii) workers shall be compensated with wages and benefits that comply with applicable law, including minimum wages, overtime hours and legally mandated benefits, and (viii) working hours shall comply with all applicable laws regulating hours of work. (c) All materials used by Supplier in the Goods or in their manufacture will satisfy current governmental and safety constraints on restricted, toxic and hazardous materials as well as environmental, electrical and electromagnetic considerations that apply to the country of manufacture, sale or destination. (d) Supplier and its employees and contractors will abide by the Woodbridge’s Code of Business Conduct and Ethics (available at https://www.woodbridgegroup.com) and Supplier’s own equivalent ethics policy. (e) Supplier shall furnish Woodbridge with certificates of compliance, where required under such applicable laws or when requested by Woodbridge. Each invoice rendered to Woodbridge under this Purchase Order shall constitute written assurance by Supplier that Supplier has fully complied with all applicable laws. Upon request, Supplier shall furnish Woodbridge with such written verification as Woodbridge deems necessary to certify the origin of any ingredients or materials in the Goods. Supplier shall also promptly furnish to Woodbridge all documents and other information requested by Woodbridge so that Woodbridge may comply in a timely manner with all applicable laws governing consumer protection, conflict minerals or similar materials or ingredients. (e) Supplier will participate in or respond to, at Supplier’s expense, any audit, investigation, inquiry, certification or screening process reasonably requested by Woodbridge or its third party vendors to verify Supplier’s compliance with this paragraph.

20. Government Contract Non-Discrimination in Employment Provision. If any Purchase Order is in furtherance of a government contract or subcontract or is otherwise subject to any legislation governing such contracts, the contract provisions required therein are hereby incorporated by reference. Supplier also agrees to comply with all applicable local, provincial, state and federal laws and executive orders and regulations that are applicable to Woodbridge as a government contractor or subcontractor.

21. Governing Provision. This Agreement shall be governed and construed in accordance with the internal laws of the Province of Ontario (Canada). The rights and obligations of the parties shall not be governed by the provisions of the U.N. Convention on Contracts for the International Sale of Goods or any other conventions relating to laws on the uniform sale of goods.

22. Supplier Requirements Manual. The Woodbridge Group Supplier Requirements Manual (which may be found on Woodbridge’s website www.woodbridgegroup.com), as may be amended or updated from time to time, is incorporated herein by reference.  Supplier shall comply in all respects with The Woodbridge Group Supplier Requirements Manual for any period of time Supplier supplies Goods to Woodbridge.

23. Audit Rights. Woodbridge will have the right at any reasonable time to send its authorized representatives to Supplier’s offices, warehouses and production facilities to examine Supplier’s processes and quality systems and all pertinent documents, data and materials in the possession or under the control of Supplier relating to any of Supplier’s obligations under a Purchase Order or this Agreement or to verify any aspects of Supplier’s responses to Woodbridge’s self-assessment survey.  Woodbridge will also have the right to interview any of Supplier’s current and former employees.  Supplier shall maintain all pertinent books and records relating to a Purchase Order for a period of fifteen (15) years after completion of Services or the end of production of Goods.