TERMS AND CONDITIONS

(INCORPORATED IN OFFER SHOWN ON PRIOR PAGE(S))

1. ACCEPTANCE. Evenflo shall not be bound by this order until Evenflo has received the Acknowledgment Copy of

this order form executed by Supplier.  This order and its term s and conditions shall bind Supplier when it executes and

returns the Acknowledgment Copy or when it delivers to Evenflo any of the items ordered herein or renders for Evenflo

any of the services ordered herein.  No contract shall exist except as provided in this Purchase Order.

 

2. PRICE. This order must not, without written authorization from Evenflo, be filled at higher prices than speci-

fied herein, or if order is unpriced, at prices higher than last charged or quoted to Evenflo for goods or services

described herein.  The prices shown include all charges by Supplier for packing, reusable containers, and transportation

to the point of delivery, as well as all applicable federal, state and local taxes except taxes which Supplier is required

by law to collect from Evenflo separately on its invoices and shall not invoice any tax for which Evenflo has furnished

a valid exemption certificate.  Supplier agrees that any price reduction made in goods or services described in this order

prior to the delivery of such goods or services to Evenflo will be applicable to this order.  Supplier certifies that the

prices charged for the goods or services covered by this order are at least as low as the prices charged by Supplier to

purchasers of the same goods under similar conditions and that the prices comply with all applicable laws and regulations.

3. QUALITY. All goods delivered to, and all work done for Evenflo hereunder, shall be exactly as specified by Evenflo

and shall be subject to inspection and approval or rejection by Evenflo in whole or in part. Proofs of printed material

are to be submitted for Evenflo's inspection and written approval before printing.  Any goods or printed materials not

conforming to specifications and not accepted by Evenflo may be returned to Supplier at Supplier's risk and expense, or

may be held at Supplier's risk and expense for disposition by Evenflo after notice to Supplier.  Supplier agrees that its

plant, books and records so far as they relate to the performance of this order or a related order or costs incurred under

this or a related order, shall at all reasonable times be subject to review, inspection and audit by any authorized

representative of Evenflo; and in the event this order is placed under a government contract, any authorized represent-

ative of the government shall have the same rights of entry, audit and inspection as provided herein.  All goods ordered

may be subject to (a) inspection during the period of manufacture; (b) inspection prior to shipment; and

(c) final inspection and acceptance at destination, notwithstanding any prior payment or inspection and acceptance.

 

4. DELIVERY DATE. Time is of the essence. If delivery of the goods is not completed at the time(s) stated in this order,

Evenflo reserves the right without any liability and in addition to all other rights and remedies (including right to

terminate) to arrange for completion of performance by the purchase of substitute goods elsewhere and charge Supplier with

all loss and damage incurred.  No provision of this order for the delivery of goods in installments shall be construed as

making Supplier's obligation severable. Shipments sent C.O.D. without Evenflo's prior written consent will not be

accepted and will be at Supplier's risk.  Neither party to this order shall be liable to the other for damages resulting

from any delay arising out of causes beyond its reasonable control and without its fault or negligence, including, but not

limited to, Acts of God, acts of civil or military authority, labor disputes, fire, or shortage of power.

5. TERMS. Discount terms are based upon the assumption that Evenflo will receive invoices within three (3) days

from date of shipment; otherwise, the discount is to be calculated from the date the invoice is received by Evenflo

allowing three (3) days for transmission.  No drafts for purchases will be honored unless provided for in this order.

 

6. ROUTING. Supplier agrees to pay all excess charges resulting from failure to ship and route by the least

expensive way or as instructed by Evenflo, and to reimburse Evenflo for any such excess charges paid by Evenflo.

 

7. CANCELLATION. Evenflo reserves the right to cancel this order or any portion thereof for any reason and without

any liability prior to Evenflo's receipt of the goods or services specified herein. Evenflo further reserves the right

to cancel this order or any portion thereof if delivery is not made when and as specified.  Supplier agrees to pay Evenflo

for any loss or damage sustained by Evenflo resulting from Supplier's failure to make delivery at the date specified.

 

8. HAZARDOUS MATERIALS. Supplier shall notify Evenflo of all "hazardous materials" (as the term is defined in

applicable federal, state, and local statutes and regulations) which are contained in the products.  Supplier shall

provide Evenflo with copies of all applicable Material Safety Data Sheets for products no later than the initial

shipment date under this order.

9. PACKAGING AND PACKING SLIPS. All goods shipped under this order are to be packaged in a manner which will provide

efficient handling and will preclude damage to the goods during shipping and/or storage.  Damage to any goods as a result

of improper packaging will be Supplier's responsibility.  No additional charges shall be permitted for boxing, packing,

returnable containers or transportation thereof unless stated on the face of this order.  Packing slips must accompany all

shipments. Evenflo's count will be accepted as final and conclusive on all shipments not accompanied by packing slips.

Description and count must appear on all invoices, packages and bills of lading.

 

10. PATENTS. Supplier warrants that no goods covered by this order shall infringe any patent, trademark, tradename

or copyright, and that neither the normally anticipated uses thereof by Evenflo nor any special methods of using same,

known by Supplier to be contemplated by Evenflo shall infringe any patent, trademark, tradename or copyright. Supplier

shall immediately notify Evenflo of the existence of any infringement claim.  Supplier shall indemnify and defend

Evenflo and its subsidiaries and affiliates against any loss, damage or expense (including attorney's fees) resulting

from, or arising out of any claim of patent, trademark, tradename or copyright infringement or such litigation relating

to the goods covered by this order.  Evenflo may retain its own counsel and participate in any such litigation for

the further protection of Evenflo's interests.

 

11. SERVICES. When this order requires any work or services to be performed:  

(a)  Supplier shall perform such work or services strictly as an independent contractor and not as an employee.

 

(b)  Supplier shall have sole liability for all payroll taxes and contributions payable under the Federal Insurance

Contribution Act, the Federal Unemployment Tax Act, and any applicable State unemployment insurance or compensation

laws and any amendments thereto, with respect to the employment of persons in connection with the prosecution and

completion of the work to be performed hereunder; and Supplier shall indemnify Evenflo against the payment of such

payroll taxes and contributions and any loss or expense that may result from Supplier's failure to comply with

such laws and amendments.

 

All work and services hereunder shall be performed in such a manner as to guarantee the safety of the persons and

property.  Supplier shall indemnify and defend Evenflo against any claim, suit, governmental action, loss, damage or

expense (including attorney's fees) resulting from or arising out of the performance of any work hereunder, or for

the failure of said work or services to comply with Section 12(a)-(c) below, unless solely due to negligence on the part

of Evenflo, its subsidiaries, affiliates, agents or employees.  Evenflo may retain its own counsel and participate

in any such claim or suit for the further protection of Evenflo's interests.  Prior to making payments for any work or

services, Evenflo may demand appropriate mechanics' lien affidavits or lien waivers satisfactory to its counsel.

 

12. WARRANTIES. Supplier represents, guarantees and warrants to Evenflo that the goods and/or services covered by

                     this order:     

(a)  Will be merchantable and free from defects, and fit for the use for which they are intended and to which they are

normally put, and for any special uses known by Supplier to be contemplated by Evenflo; and

 

(b)   Have been produced, manufactured, packaged, labeled and transported or performed in compliance with the requirements

of, and meet the standards of all applicable Federal, State and local laws, regulations and ordinances including without

limitation, the Occupational Safety and Health Act of 1970, the Interstate Commerce Act, the American National Standards I

Institute, American Society for Testing and Materials, the National Fire Protection Association, the Federal Food, Drug

and Cosmetic Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Federal Hazardous Substances Labeling Act,

the Transportation Safety Act of 1974, the Toxic Substances Control Act, the State Pure Food Acts, the Federal Trade

Commission Act, the Federal Trade Commission Trade Practice Rules, the Fair Packaging and Labeling Act, the Poison

Prevention Packaging Act, the Flammable Fabrics Act, the Consumer Product Safety Act of 1972, the Wool Products Labeling

Act, the Fair Labor Standards Act of 1938, and the Civil Rights Act of 1964.

Supplier represents and guarantees to Evenflo that Supplier has not and will not disclaim at any time any of the above-

mentioned warranties, guarantees and/or representations.  Supplier shall indemnify Evenflo and hold Evenflo harmless,

and upon Evenflo's request, defend Evenflo from and against any claim, suit, governmental action, loss, damage or

expense (including attorney's fees) resulting from or arising out of Supplier's breach of said warranties.  Evenflo

may retain its own counsel and participate in any such claim or suit for the further protection of Evenflo's interests.

Evenflo reserves all rights provided to it under the UCC and the various State adaptations thereof.

 

13. The parties hereby incorporate the requirements of 41 C.F.R sections 60-1.4 (a) (7), 60-250.5 and/or 60-300.5,

60-741.5, EO 13496, if applicable.  Nothing in this paragraph is to be construed as creating a contract for the benefit

of any third party.                                                                                           

14. INSURANCE. Supplier agrees to keep in full force and effect for a period of at least two (2) years from the date

of this order General Liability Insurance, including Products Liability, Completed Operations Liability and Contractual

Liability covering Supplier's indemnity obligations under this order, with limits of at least  $ 2,000,000 for person and

$ 5,000,000 each occurrence for bodily injury, and $ 2,000,000 each occurrence for property damage, and Worker's

Compensation and Employers' Liability Insurance with limits as required by applicable State laws.

 

15. CONFIDENTIALITY. Except as otherwise agreed to the contrary, all information disclosed by Evenflo to Supplier

shall be Evenflo's property and shall be held in confidence by Supplier.  Supplier shall take all reasonable precautions

to (a) disclose such information only to those of its employees who have a need to know to fulfill Supplier's obligations

hereunder and who have agreed to keep such information confidential; and (b) prevent any such information from being

divulged to third parties not employed by Supplier.  Supplier shall not use such information in the design, manufacture or

production of any other goods of for the manufacture or production of larger quantities than specified without the

express, written consent of Evenflo.  This obligation of confidentiality shall survive termination of this order and

shall continue indefinitely.

 

16. EXISTING CONTRACT. If this order is placed under an existing contract between Supplier and Evenflo any terms

of this order which are inconsistent with such contract shall not be applicable. 

17. TOOLING. Unless otherwise agreed to in writing, all special tools, dies, molds, patterns, jigs, fixtures and

other materials furnished to Supplier by Evenflo or specifically paid for or to be paid for by Evenflo, shall (when

supplied and/or completed) remain and/or become Evenflo's property and be used exclusively for the production of goods

for Evenflo only and shall not be used or reworked except to produce goods for Evenflo as covered by Evenflo's

orders.  As to all such tools and/or materials, Supplier shall at all times and at its own cost:  (a) maintain them in

good working order; (b) fully insure them against fire or other casualty loss under extended coverage insurance;

and (c) keep them free from all liens, encumbrances and security interests.

 

18. TERMINATION. Evenflo may terminate the performance of work under this order (or any part thereof) upon written

notice to Supplier if (a) Supplier fails to cure any material failure to perform under this order to the reasonable

satisfaction of Evenflo and Supplier fails to cure such failure within ten days of notice from Evenflo; (b) Supplier,

without the prior written consent of Evenflo, assigns or transfers all or part of its rights and obligations under

this order to another person (either voluntarily or as an operation of law); or (c) Evenflo has reasonable grounds

for insecurity about Supplier's ability to continue to perform this order satisfactorily, including Supplier's ability

to maintain acceptable quality standards and delivery schedules or a satisfactory financial condition. 

19. MODIFICATION AND NONASSIGNMENT. This order contains the complete agreement between Evenflo and Supplier, and no

agreement or other understanding purporting to modify the terms and conditions hereof shall be binding upon Evenflo

unless otherwise agreed to by Evenflo in writing on or subsequent to the date of this order. Supplier shall not delegate

to any other person the performance of any work or supplying of any services under this order.  If Supplier assigns monies

due and to become due under this order, Evenflo shall be entitled to assert against the assignee thereof all rights,

claims, and defenses of any type (including, without limitation, right of setoff, recoupment, and counterclaim), which

Evenflo could assert against Supplier, whether acquired prior or subsequent to such assignments.

 

20. GOVERNING LAW. This order shall be governed and construed under the laws of the State of Ohio.

 

21. JURISDICTION. The place of jurisdiction for all disputes arising either under or in connection with this order

shall be in the State of Ohio, and Supplier irrevocably consents to the jurisdiction of the State and Federal courts

of Ohio.  Evenflo is also entitled to file suit at the principal place of business of Supplier if Evenflo so chooses.

 

22. AFFIRMATIVE ACTION. Supplier shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a)

and the posting requirements of 29 CFR Part 471, Appendix A to subpart A.  These regulations prohibit discrimination

against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit

discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity

or national origin.  Moreover, these regulations require that covered prime contractors take affirmative action

to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation,

gender identity or national origin, protected veteran status or disability.

 

NOTICE:  FURNISH GOODS AND SERVICES AS SPECIFIED IF YOU AGREE TO THE TERMS AND CONDITIONS STATED ON BOTH SIDES OF THIS

ORDER.  IF NOT, THIS ORDER IS REVOKED.  YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS STATED ON THIS

ORDER.  ANY DIFFERENT OR ADDITIONAL TERMS IN SUPPLIER'S ACCEPTANCE OF THIS ORDER ARE HEREBY OBJECTED TO.