As used herein "Buyer" refers to the party who issued this purchase order. "Seller" refers to the party to whom this purchase order is addressed.


This purchase order (which shall be deemed to include the purchase order form, instructions, drawings, related plans, specifications, regulations, data, notes, engineering notices and other documents, to the extent incorporated herein by reference, and these Terms and Conditions of Purchase) (hereinafter, collectively, the "Purchase Order") contains the complete and entire agreement between Buyer and Seller and supersedes any and all other communications or agreements, whether written or oral, between the parties hereto relating to the subject matter hereof. Seller shall promptly bring any discrepancies or questions to Buyer's attention and shall defer to Buyer's decisions, instructions and/or interpretation, which shall be in Buyer's sole discretion.


This Purchase Order may be accepted only on the exact terms and conditions set forth herein. In the event that Seller, without executing an acknowledgment copy hereof and returning it to Buyer, proceeds to deliver to Buyer any of the goods ordered herein or renders for Buyer any of the services ordered herein, Buyer shall have the option to refuse acceptance of such goods or services and not be obligated therefor or to accept said goods and services at the price and on the terms and conditions contained in this Purchase Order. Seller shall be bound by all of the terms and conditions of this Purchase Order when it executes and returns an acknowledgment copy to Buyer, or at the option of Buyer when Seller delivers to Buyer any of the goods ordered herein or renders for Buyer any of the services ordered herein. Seller assumes all risks of performance in accordance with the provisions hereof and certifies that it has made all inquiries, examinations and investigations and possesses the facilities and capabilities required for performance within any time limit specified in this Purchase Order. No usage of trade or course of dealing shall serve to alter or supplement the terms and conditions here in stated. Any terms or conditions proposed by Seller that are inconsistent with or in addition to the terms and conditions herein contained are expressly rejected and shall be void and of no effect. No waiver, alteration or modification of the terms and conditions herein will be binding unless in writing and signed by an authorized representative of Buyer.

4. SHIPPING, DELIVERIES AND QUANTITIES – Shipments to Buyer must be accompanied by packing slips. All packaging must be numbered and the same numbers shown on packing slips, bills of lading and invoices. Seller will pack goods at Seller's expense and arrange for shipment so that damage-free delivery is made to Buyer. Unless otherwise specified on the front of this Purchase Order and save to the extent modified in this Purchase Order, delivery shall be made FCA (INCOTERMS 2010) shipping point. Seller assumes all risks for failure to ship in accordance with the routing instructions set forth on this Purchase Order. Time is of the essence in this Purchase Order, and if delivery of goods or rendering of services is not completed by the time promised, Buyer reserves the right, without liability, in addition to its other rights and remedies, to cancel this Purchase Order by notice effective when received by Seller as to stated goods not yet shipped or services not yet rendered, and to purchase substitute goods or services elsewhere and charge Seller with any damages incurred, whether special, direct, indirect, incidental or consequential. Unless otherwise expressly stated on the front of this Purchase Order, the specific quantity ordered herein must be delivered in full and may not be changed without Buyer's prior written consent. Any unauthorized quantity shipped is subject to rejection and return at Seller's expense. Goods delivered in advance of schedule, without Buyer's consent, may at Buyer's option (a) be returned at Seller's risk and expense for redelivery at the scheduled time, or (b) have payment therefor withheld until the date payment would otherwise have been due.


Seller assumes the following risks, in addition to all other risks Seller assumes by law or pursuant to the express terms of this Purchase Order: (a) all risks of loss or damage to goods until their delivery to and acceptance by Buyer; and (b) in the event goods are rejected by Buyer or Buyer revokes its acceptance of goods, all risks of loss or damage shall be deemed to rest with Seller.


Buyer shall not be obligated to pay any prices higher than stated on this Purchase Order unless authorized in writing by Buyer. Seller agrees that any price reduction made in merchandise covered by this Purchase Order subsequent to the placement of this Purchase Order will be applicable to this Purchase Order. No extra charge or charges for boxing, crating, freight or storage will be accepted with respect to this Purchase Order without the written approval of Buyer. All taxes with respect to this Purchase Order will be paid by Seller unless specifically stated otherwise on this Purchase Order. When the cost of tools involved in the manufacture of goods covered by this Purchase Order are included in the price per unit, such tools will become the property of Buyer upon completion of performance of this Purchase Order. Seller's cash discount period, if any, shall extend from the later of Buyer's receipt of the goods ordered hereunder and the date of invoice.


By accepting this Purchase Order, Seller warrants that the goods and services to be furnished will be in full conformity with Buyer's specifications, drawings, data or other descriptions furnished or specified by Buyer, or with Seller's samples, if applicable, and that all goods furnished will be new, unless otherwise specified in this Purchase Order, fit for the use intended by Buyer, merchantable, of good material and workmanship and free from defect, and all services furnished will be performed in a skilful and workmanlike manner. All warranties, both express and implied, will survive acceptance and inspection of, and payment for, the furnished goods and/or services by Buyer. These warranties are in addition to any warranties of additional scope given to Buyer by Seller as well as all warranties implied under statute. All warranties of Seller, both express or implied, shall extend to, and be jointly and severally enforceable by, Buyer, its successors, assigns, customers and all third parties to whom any of the goods or services furnished may be sold or transferred, regardless of whether such goods or services remain in the same form or are owned by the enforcer of the warranty at the time of suit.


(a) The goods purchased by Buyer pursuant to this Purchase Order are subject to inspection and approval by Buyer at the place of delivery set forth on this Purchase Order. The giving of a receipt by an employee or agent of the Buyer to any railway or shipment agent, carrier or other person whomsoever, shall be proof only of actual delivery and not of delivery in good condition and quantity specified.

(b) Buyer reserves the right to reject and refuse acceptance of any or all portions of the order which are not in accordance with: (i) the description of such goods set forth in this Purchase Order; (ii) Seller's samples (if any); (iii) Seller's express or implied warranties; and/or (iv) Buyer's standard of quality and workmanship. Any or all portions of the order not accepted will be returned to Seller at Seller's expense for a full credit or refund, or at the option of Buyer, Seller shall be required, at its sole risk and expense, to correct or replace such goods with conforming goods within such time as Buyer may require, provided, however, that such corrected or rejected goods shall not be converted or replaced by Seller without written

authorization from Buyer.

(c) Any goods corrected, replaced, or repaired by Seller shall be subject to any warranties and other terms of this Purchase Order. If Seller fails to correct or replace any nonconforming goods promptly after notification and authorization from Buyer, Buyer may correct or replace such goods and charge Seller for the cost incurred by Buyer and/or set-off the cost hereunder at the sole discretion of Buyer.

(d) Payment for any goods ordered hereunder prior to inspection and approval shall not constitute acceptance thereof and is without prejudice to any and all claims that Buyer may have against Seller. Title to the goods shall pass to the Buyer on delivery, or upon payment if earlier. Passing of title is without prejudice to the Buyer's right of inspection and rejection referred to in Section 8 (b) above.


To the fullest extent permitted by law, Seller shall indemnify, defend and hold harmless Buyer and its officers, directors, employees, agents, affiliates (and their officers, directors, employees, and agents), successors, assigns, customers and users of Buyer's products (collectively, the "Buyer Parties") of, from and against any and all claims, liabilities, losses, damages and expenses (including legal fees and related expenses) resulting from the fault or negligence of Seller arising out of or connected with the goods and services furnished under this Purchase Order. The rights and obligations contained in this clause shall survive termination, expiration, or completion of this Purchase Order. Seller agrees to promptly assume the defense and preparation for the defense and costs therefor of any suit or threatened suit brought against any of the Buyer Parties. Seller's indemnification obligations under this Purchase Order shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for Seller under any liability imposed by law, including, but not limited to workers' compensation acts, disability benefits, or other employee benefit acts.


Seller shall defend at its own expense all suits, actions or proceedings in which any of the Buyer Parties are made defendants for actual or alleged infringement of any letters patent, trademarks, trade secrets, confidential data or like rights, resulting from the use or sale of the goods purchased under this Purchase Order (except for infringement resulting solely from adherence by Seller to specifications or drawings created solely by Buyer, provided that Seller at no time had knowledge of any infringement or the like), and Seller further shall pay and discharge any and all judgments or decrees which may be rendered in any such suit, action or proceeding against any of the Buyer Parties and, without prejudice to any other rights of the Buyer Parties, the Seller shall otherwise indemnify and keep indemnified and hold the Buyer Parties harmless of, from and against any and all damages, liabilities, losses or expenses (including legal fees and related expenses) arising out of or in connection with any action, claim or demand for alleged or actual infringement of any patent, copyright, design right, trade mark, name or other intellectual property right in respect of any goods supplied under this Purchase Order or for royalty or damages in respect thereof.

11. TAXES –

Seller shall pay all sales and other taxes, however designated or levied, on the sale or use of the goods purchased pursuant to this Purchase Order, other than taxes based on Buyer's capital or net income.

12. SET OFF –

Buyer shall have the right at all times to set off any amount owing at any time from Seller to Buyer against any amount payable at any time in connection with this Purchase Order.


Buyer reserves the right to change, from time to time and without notice to any sureties or assignees, specifications, designs, requirements, testing, packing, destinations or delivery schedules set forth on this Purchase Order or otherwise. Changes or modifications by Seller are only binding when in writing and signed by Buyer's authorized personnel. No change in price will be effective against Buyer unless specified in a written amendment to this Purchase Order signed by Buyer's authorized personnel.


Fires, unusually severe weather, accidents, labor disturbances, terrorist acts, war conditions, governmental acts, laws or regulations, cessation of operation of Buyer's plant for any reason, or other causes beyond the control of the parties rendering Seller unable to deliver or Buyer unable to receive the goods covered by this Purchase Order, will permit Buyer at its option to extend the time for performance or cancel this Purchase Order by written notice to Seller without liability of Buyer to Seller for such cancellation. Seller shall immediately give notice to Buyer whenever any actual or potential event delays or threatens to delay Seller's timely performance of this Purchase Order.


Any and all drawings, specifications and data furnished by Buyer to Seller hereunder shall remain the property of Buyer and shall be used by Seller only as and to the extent required for the performance of this Purchase Order, unless Buyer shall otherwise approve in writing. All such information shall be deemed confidential information of Buyer. Upon completion of work by Seller under this Purchase Order, Seller shall promptly return to Buyer any and all drawings, specifications and other data furnished by Buyer in connection herewith, together with all copies or reprints then in Seller's possession and control, and Seller shall thereafter make no further use, either directly or indirectly, of any such drawings, specifications or data or any information derived therefrom, nor disclose any of the same to any third party, without Buyer's prior written consent, and the Seller assumes full responsibility for ensuring the confidentiality of any Buyer information which is disclosed by the Seller to a third party. Seller will not, without first obtaining the written consent of Buyer, in any manner advertise or publish the fact that Seller has contracted to furnish Buyer the goods and services ordered hereunder and breach of this provision will entitle Buyer to cancel without liability. Seller will not furnish to any third party any parts, equipment or products made according to Buyer's designs or specifications and covered by this Purchase Order.


(a) In addition to any rights of Buyer to cancel this Purchase Order as otherwise contained herein, Buyer also reserves the right to cancel this Purchase Order in whole or in part at any time for its convenience. In the event and to the extent that Buyer cancels this Purchase Order under this Section 16, Buyer will reimburse Seller for Seller's reasonable and necessary out-of-pocket expenses incurred directly incident to this Purchase Order up to the date of cancellation. Other than as set forth in this Section 16, Buyer shall not as a result of its cancellation incur any costs or liability, including but not limited to any loss of profits by Seller. Any costs or liability attributable to Buyer under this Section 16 shall only apply if and to the extent that Buyer cancels this Purchase Order under Section 16 and shall not apply if and to the extent that Buyer cancels under another Section of this Purchase Order.

(b) This Purchase Order may be terminated:

(i) forthwith if either party commits a material breach of the terms and conditions set out herein and which in the case of a breach capable of being remedied shall not have been remedied within

15 working days of notice to remedy same;

(ii) forthwith by notice to the other party, if that other party is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of a bona fide reconstruction or amalgamation), or compounds with or convenes a meeting of its creditors, or has a receiver or manager, or administrative receiver or an administrator or examiner appointed over its assets, or ceases for any reason to carry on business, or takes or suffers any similar action which in the opinion of the party giving notice, means that the other party may be unable to pay its debts as they fall due;

(iii) by the Buyer if the Seller suffers a force majeure event which persists for 3 consecutive weeks;

(iv) by the Buyer if the Seller commits a breach of Section 15 (Confidential and Proprietary Information); or Section 10 (Intellectual Property).

(c) Termination shall be without prejudice to any other rights or remedies a party may be entitled to under this Purchase Order or at law and shall not affect any accrued rights or liabilities of either party.

(d) All provisions of this Purchase Order which in order to give effect to their meaning need to survive its termination shall remain in full force and effect thereafter.


In no event shall Buyer be liable under this Purchase Order to Seller or any third party for any special, indirect, incidental or consequential damages, including but not limited to lost profits.

18. TOOLS –

All tools, dies or other equipment furnished to Seller by Buyer, or specifically paid for by Buyer as well as those tools whose cost is amortized in the unit cost of the part shall be the property of Buyer, and it is understood and agreed that these tools may be inspected and/or removed by the Buyer at any time Buyer desires to do so without additional cost. These tools shall be used only for making products or materials sold to Buyer. Seller shall bear any taxes assessed against tools and full costs of preparing and crating tools for shipment upon completion of orders, if Buyer instructs shipment. Insurance shall be carried by Seller for the full value of tools and paid by the Seller. Tools must be kept free of liens and encumbrances at all times without expense to Buyer.

19. LIENS –

Seller, for itself and on behalf of its subcontractors, materialmen and employees and for all other persons performing any labor or furnishing any materials hereunder, hereby waives the right to file mechanics' or any other liens for or on account of the labor performed or materials furnished hereunder, and agrees that it shall, upon request of Buyer, and as a condition precedent to final payment, deliver to Buyer a satisfactory release of all liens arising hereunder.


(a) During the performance of any work hereunder, the Seller and all of its subcontractors shall be considered independent contractors and shall effect and maintain Employer's Liability, Public and Products Liability and Errors and Omissions insurances (the "Insurance Cover"). The Insurance Cover shall designate the Buyer and its officers, directors, employees and agents as an additional insured and shall be primary and required to be paid prior to any other insurance cover.

(b) The Insurance Cover shall be with insurers and in amounts satisfactory to the Buyer, and the Seller shall, before the performance of any work required hereunder, furnish the Buyer with a copy of the policy or policies of insurance and evidence that any premiums have been paid. However, neither inspection nor receipt of such vouching documentation shall constitute acceptance by the Buyer of the terms of the Insurance Cover nor waiver of the Seller's responsibility thereunder.

(c) Should the Seller fail to provide or maintain the Insurance Cover, the Seller shall indemnify, defend and hold harmless the Buyer Parties of, from and against any claim, loss, damage, liability or expense (including legal fees and related expenses) even if such claim arises in whole or in part, or is alleged to arise in whole or in part from the negligence any of the Buyer Parties, to the full extent that such losses would not have been incurred by the Buyer Parties if the Seller had provided for and maintained the Insurance Cover.


Seller may not assign or delegate rights or duties under this Purchase Order without Buyer's prior written consent, and any such proposed assignment or delegation shall be void and of no effect.


(a) No delay or failure on the part of Buyer in exercising any right or remedy under this Purchase Order, and no partial or single exercise thereof, shall constitute a waiver of such right or remedy or of any other right or remedy. If Seller fails to comply with any delivery date herein, any attempts by Buyer to expedite Seller's delivery shall not be deemed a waiver of Seller's default or an extension of such delivery date.

(b) If any term of this Purchase Order or the application thereof shall be illegal, such illegality shall not affect any other term or condition herein, and such other terms and conditions shall continue in full force and effect.

(c) All rights and remedies of Buyer under this Purchase Order shall be cumulative and not exclusive, and shall be in addition to all other rights in law or equity, whether set forth herein or not.

(d) The headings herein are inserted for convenience of reference only and shall not be construed to limit or affect the provisions contained herein.

(e) Subject to the terms of this Purchase Order, the provisions of the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980 shall apply.

(f) Nothing in this Purchase Order shall constitute or be deemed to constitute the Seller an employee or agent of the Buyer or a partnership or joint venture between the Buyer and the Seller for any purpose whatsoever.

(g) The parties shall do their utmost to resolve any dispute or controversy with respect to the interpretation or application of any provision of this Purchase Order in an amicable, timely and efficient manner for the purposes of seeking a just and equitable solution. Proposals and information exchanged during informal dispute resolution proceedings shall be privileged, confidential and without prejudice to either party's legal position in any formal proceedings.

(h) The Seller, and all goods, equipment, services and the like, supplied to the Buyer by the Seller, shall comply with all applicable Irish and overseas and international laws and regulatory and statutory requirements, Irish/EU standards (whichever is the higher) and any certification where applicable. The goods, equipment, services and the like must be fit for the purpose required. All goods must be supplied with manufacturer's instructions, material safety data sheets, safety instructions, etc., as required. All relevant documentation must be forwarded to the Buyer before purchase. The Seller shall comply with the Buyer's safety policies and instructions.

(i) The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from this Purchase Order.

(j) Any notice required under this Purchase Order shall be in writing and shall be delivered to the addresses of the parties set forth herein.


This Purchase Order shall be governed by and enforced and construed in accordance with the law of Ireland without application of conflict of laws principles. Seller irrevocably consents to the exclusive jurisdiction and venue of

the courts of Ireland in all matters arising out of or relating to this Purchase Order, and Seller further irrevocably consents to service of process at Seller's address set forth herein.



1. Seller’s performance and adherence to high business standards is an important and integral part of the value chain for the Buyer. The Buyer promotes and expects the application of high legal, ethical, environmental and employee related standards within our own business and among our Sellers.

2. THE BUYER’s commitment to integrity and professionalism is set forth in our Global Code of Conduct, which provides a clear set of standards for all our business conduct. The Buyer’s Global Code of Conduct can be found on www.pemnet.com. This Seller Code of Conduct sets forth the minimum standards of business conduct we expect from all our Sellers.


3. The Buyer expects the Seller to demonstrate a clear understanding of the environmental risks, impacts and responsibilities associated with the products and services that the Buyer provide.

4. The Seller should have in place an effective environmental policy, statement, or program to mitigate these risks, the implementation of which should be evident throughout all levels of the company.

5. The Seller should have processes in place to ensure its operations conform to all national and other applicable environmental legislation. All required environmental permits, approvals and registrations are to be obtained, maintained, and complied with in accordance with the conditions and

requirements defined therein.

6. Environmental performance should be measured, monitored, and reviewed regularly. The Seller should endeavour to make continuous improvements in environmental performance through practicable measures and employ best practice where possible.

7. The Seller should make practical efforts to minimise the use of energy, water, and raw materials. Where possible, these should be renewable or sustainably sourced. Emissions to air likely to cause pollution or contribute to climate change should be monitored, controlled, and minimised where possible.

8. The Seller shall make practical efforts to eliminate or reduce levels of waste generated and should re-use and recycle waste materials wherever possible. The handling, storage, movement, treatment, and disposal of all waste must be conducted in accordance with applicable regulation and in an environmentally responsible manner.

9. The Seller should consider the environmental credentials and performance of vendors within their own supply chain and require them to operate to a minimum set of standards.

10. Products and services provided to the Buyer should include options that offer reduced environmental impact by utilising environmentally sound technologies, processes, and sustainable materials etc.

Human Rights –

11. The Buyer expects the Seller, and its subcontractors, to respect the rights of its employees and to comply with all relevant legislation, regulations, and directives in the country in which it operates. This should include wages, benefits and working conditions, exploitation of child labour (under 14 years of age) or of any other vulnerable group (e.g., undocumented immigrants) is totally unacceptable to the Buyer.

Diversity and Inclusiveness

12. Our sourcing decisions, contracts, and management of a Seller relationship will reflect and promote the principles of the Buyer Diversity and Inclusiveness policy (incorporating equal opportunities) in that they The Buyer will seek to ensure that the Seller does not victimise, harass or discriminate against any employee or party to the contract due to their sex, gender reassignment, marital or civil partnership status, race, ethnic or national origin, disability, religion, sexual orientation, age or part time status.

The Seller will be required to meet the requirements of any applicable discrimination legislation. The Seller will be treated fairly and equally during the tendering and purchasing process, with decisions being made based on clear selection criteria.

Health & Safety –

13. The Seller must ensure that it and/or its Subcontractors abide by all local laws, directives and regulations relating to health and safety in the workplace or in any other location other than the workplace where production or work is undertaken and that it implements any amendments to these laws, directives, or regulations.

Ethics –

14. The highest standard of integrity is expected in all our business dealings. All forms of corruption, extortion, bribery (including facilitation payments) and embezzlement are prohibited and may result in immediate termination and legal action. Specifically, the Seller will not offer or provide money to the Buyer, or anything of value to any person if the circumstances indicate that it is probable that all or part of the money may influence official action or obtain a business advantage. Subject to the foregoing, community engagement is encouraged to help foster social development.

15. The Seller is expected to understand relevant the Buyer’s gift and hospitality policies before offering or providing the Buyers personnel with any gift and/or business entertainment. Gifts or entertainment should never be offered to the Buyers personnel or representatives under circumstances that create the appearance of impropriety.

16. The Seller must comply with all applicable trade control laws and regulations in the import, export, re-export or transfer of goods, services (including software and technology). All invoices and any customs or similar documentation submitted to the Buyer or governmental authorities in connection with transactions involving the Buyer must accurately describe the goods and services provided and the price thereof.

17. The Seller shall not share or exchange any price, costs or other competitive information or undertaking of any collusive conduct with any other third party to the Buyer with respect to any proposed, pending, or current procurement.

18. The Seller will only use subcontractors or other third parties who will comply with all applicable laws and regulations and who adhere to the same (minimum) standards set forth herein.


19. The Buyer expects that the Seller will actively audit and monitor its day-to-day management process to ensure compliance with this Code of Conduct.

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