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Purchase Order Terms and Conditions

MAPFRE INSURANCE PURCHASE ORDER TERMS AND CONDITIONS

MAPFRE Insurance is defined as The Commerce Insurance Company, a Massachusetts corporation and a wholly owned subsidiary of MAPFRE U.S.A. Corp., a Massachusetts corporation, and the insurance companies within Commerce’s U.S. insurance holding company system, each having a place of business at 211 Main Street, Webster, MA 01570 all of whom are bound by these terms and conditions.

Delivery; Defective Goods If Supplier fails to make timely delivery in accordance with the terms of this contract of all or any portion of the goods covered by this contract or if any of the goods delivered to Buyer are defective or not in conformity with the terms of this contract in any manner, then Buyer may retain all or any portion of the goods delivered under this contract and return, at Supplier's sole cost and expense, those goods not retained--all without waiver of any claim Buyer may have for Supplier's breach including, without limitation, the right to damages and the right to cancel this contract. All deliveries must be made inside Buyer’s facility at 11 Gore Road, Webster, MA, unless otherwise designated herein by Buyer in writing. All goods are to be shipped freight prepaid, F.O.B. destination, unless otherwise provided herein. In the event that Buyer authorizes shipment F.O.B. shipping point, Supplier shall prepay all shipping charges, route goods by the cheapest common carrier, or the carrier designated by Buyer, and list shipping charges separately on Supplier’s invoice. Regardless of F.O.B. point, Supplier agrees to bear all risks of loss, injury or destruction of goods purchased hereunder prior to their actual delivery to, and acceptance by, Buyer. Buyer retains the right to reject any C.O.D. shipments.

Material Terms of Contract Supplier and Buyer each acknowledge that all terms as to quantity, quality or other specifications and time of delivery are material elements of this contract and must be strictly complied with by both Parties.

Price Changes Prices may not be increased for any reason whatsoever, including, without limitation, any changes in currency rates, revenue laws, or tariffs or increases in the appraisal of the value of the goods by the customs authorities and no additional charges shall be added for packing, delivery or other “extras” unless otherwise specifically authorized herein.

Inspection of Goods The goods and work covered by this contract shall be subject to inspection and acceptance or rejection by Buyer after delivery, notwithstanding prior payment, it being understood and agreed that payment shall not constitute acceptance. Buyer may charge Supplier the expense of repacking and reshipping any goods found defective or not in conformity with the terms of this contract. Buyer may, in addition to its other rights under this contract, require Supplier to replace any item which Buyer is entitled to reject hereunder or grant a full refund or credit to Buyer in lieu thereof.

Supplier's Warranties Supplier warrants that the goods and work covered by this contract are of high commercial quality, conform to the manufacturer’s specifications. Purchase and use by Buyer will not infringe upon or violate any patent, copyright, trademark, service mark or other right.

Compliance with Law Supplier warrants that all goods and work furnished under this contract will comply in all respects with all applicable federal and state laws, rules and regulations from time to time in effect. Supplier also warrants that all goods purchased will be accompanied by adequate and accurate information with respect to use, safety and treatment, including all current Material Safety Data Sheets (MSDS).

Protection of Buyer's Label Except for sales to Buyer under this contract, Supplier may not sell or otherwise dispose of any goods bearing any trademark, trade name or other proprietary mark or notation of the Buyer. All trademarks, trade names or other proprietary marks provided by Buyer shall remain the property of Buyer.

Supplier's Indemnity Except for instances of Buyer’s intentional or negligent acts or omissions (in which case(s) Supplier shall have no indemnification or hold harmless obligations, Supplier will indemnify, defend and hold Buyer harmless from any loss, damage, judgment, cost or expense (including, without limitation, legal fees and court costs) arising out of any actual or alleged: (a) death of or injury to any person, damage to or destruction of any property, or any other damage or loss whatsoever, resulting or alleged to result in whole or in part from any defect in any goods or work covered by this contract; and (b) breach by Supplier of any provision of this contract or any warranty of Supplier. Buyer's damages will include, without limitation, the cost to replace the goods or work covered by this contract. Supplier will, if requested by Buyer, at Supplier's own cost and expense, defend any such claim or action brought against Buyer.

Confidentiality "Confidential Information" means (i) any information concerning or relating to the property, business and affairs of the party disclosing such information that is furnished to the receiving party, and (ii) this Agreement and any attachments, except for information that was previously known to the receiving party free of any obligation to keep it confidential, is subsequently made public by the disclosing party or is disclosed by a third party having a legal right to make such disclosure. All Confidential Information shall be held in confidence by the receiving party and shall be used only in the manner contemplated by these Terms and Conditions. Supplier shall not obtain any rights of any sort in or to the Confidential Information of Customer contained in Deposits. If Supplier has access to Buyers’ Confidential Information, Supplier shall implement and maintain reasonable safeguards designed to protect Buyer’s Confidential Information.

Privacy If on behalf of Buyer, Supplier receives, maintains, processes, or otherwise is permitted access to personal information of MA residents, Buyer represents and warrants that it is in compliance with M.G.L. c. 93H, 201 CMR 17.00 (Standards for the Protection of Personal Information of Residents of the Commonwealth).

Waiver by Buyer Any waiver of strict compliance with any of the terms and conditions of this contract by Buyer must be in writing and signed by Buyer, and any such waiver shall not constitute a waiver of Buyer's rights under any other provision of this contract or a waiver of Buyer's rights to strict compliance with any of the terms and conditions of this contract thereafter. Buyer's Right of Setoff Buyer may, at its option, set off any and all sums which Supplier owes to Buyer under this contract or otherwise against any and all sums which Buyer owes to Supplier under this contract or otherwise.

Severability The invalidity or unenforceability of any provision of this contract under any present or future law, rule, regulation or ordinance will not affect any other provision of this contract, and the remaining provisions of this contract shall continue with the same force and effect as if such invalid or unenforceable provision had not been inserted in this contract.

Amendment; Termination No modification or termination of this contract shall be binding upon either party unless it is in writing, and is signed by the Buyer and the Supplier. Modifications and termination may be effected by facsimile exchanges.

Acceptance of Contract by Supplier Delivery or tender of delivery by Supplier of all or any portion of goods covered by this contract or the performance by Supplier of any of the work covered by this contract shall, in and of itself, constitute acceptance by Supplier of the terms and conditions hereof. Acceptance of this contract may only be on the terms stated herein or as amended in writing signed by both Parties.

Each Party’s Rights Cumulative The rights and remedies of each party under this contract are cumulative and not exclusive of any rights or remedies to which either party is entitled by law. The exercise by either party of any right or remedy under this contract or under applicable law will not preclude it from exercising any other right or remedy under this contract or to which it is entitled by law.

Governing Law This contract shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.


REV. 8/2016

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