TERMS AND CONDITIONS  

HARLAN GLOBAL TERMS AND CONDITIONS

As used in this purchase order, “Order” shall mean this purchase order and all attachments, exhibits, and

documents to which reference is made. “Material” shall mean the goods and services covered by the Order.

“Seller” shall mean the person, corporation in whose name this Order is issued. All the documents contained in the

Order shall be complementary to each other. Anything required by one shall be brought to the attention of the

Purchaser, whose interpretation thereof shall be conclusive. The Order supersedes and replaces all prior

agreements and understandings relating to the Material. The course of dealing between Seller and the Purchaser

shall not be effective as a waiver of any of the terms of the Order. Seller may accept the Order by commencement

of any work on the Material, shipment of any of the Material, or by written acknowledgment of the Order. The

Order is subject to acceptance only on the terms and conditions contained in the Order. The terms of a written

acknowledgment or other document shall not be effective to amend, supplement, or negate any of the terms of

the Order but shall constitute acceptance of all the terms of the Order. If the Order is deemed to be the

acceptance of Seller’s offer, such acceptance is expressly limited to the terms of the Order, and Purchaser

specifically objects to any different or additional terms, whether or not material, contained in such offer. The

purchaser may make changes in the quantity, character, specifications, delivery, and other terms of the Order at

any time by written change order signed by the same authority that signed the Order. The Price and delivery dates

set forth in the Order shall be equitably adjusted for any such change, using the unit prices and volume discounts

for changes in quantity and an amount agreed as follows for other changes. Within ten (10) days after receipt of

any change order, Seller shall provide Purchaser a detailed, itemized statement of any change in price or delivery

date. Any claim for an increase in price or delay in delivery shall be deemed waived unless made within such

period. The seller shall proceed with changes directed by the change order pending agreement on any adjustment

to the price or delivery terms. No amendments, substitutions, or other changes to this Order shall be effective

unless set forth in writing and signed by the same authority that signed the Order. Seller shall give Purchaser at

least five (5) days’ notice and shall perform all regular production tests on the Material without additional charge

to Purchaser. Purchaser and its representatives shall have the right to enter any premises where any work on the

Materia is being conducted for the purpose of witnessing such work, verifying quality assurance systems,

procedures, and records, and inspecting the Material and expediting the delivery of Material. Such inspections

shall not be an acceptance of any work performed and shall not relieve Seller of its obligations under the Order. All

Material shall be subject to final inspection and acceptance for a reasonable period after receipt by Purchaser and

may be rejected for failure to comply with the Order at any time before final inspection or within a reasonable

time after final inspection if the nonconformity could not be detected by reasonable inspection. Time is of the

essence of the Order. Seller shall answer questions about production status and delivery date of the Material.

Seller shall have no liability for any delay in delivery arising solely from causes that are beyond its control and the

control of its vendors, and not reasonably foreseeable, including but not limited to delays arising from strikes, fire,

floods, explosions, riots, epidemics, pandemics, wars, acts of public enemies, acts of governments and civil

commotion, supply bottlenecks. In order for any such event to excuse a delay, Seller must notify Purchaser of its

occurrence within five (5) days and take all reasonable action to overcome its effect. All material shall be delivered

F.O.B. to the locations specified in the Order, by carriers and routes designated by the Purchaser. Shipping cost and

insurance is paid by Purchaser in advance to shipment. Original bills of lading shall be included with each shipment.

All shipments shall contain an itemized packing list containing Purchaser’s order number, weight, description, and

Seller’s count. All invoices shall be submitted in duplicate and shall reference the Purchaser’s order number. A

copy of the bill of lading shall be submitted with each invoice containing freight charges accompanied by a copy of

the paid freight bill.