Keeney Holdings LLC.

Standard Vendor Terms & Conditions

  1. STANDARD VENDOR TERMS – This document contains the standard terms and conditions applicable to dealings between Keeney Holdings LLC. and its subsidiaries and affiliates (“Keeney” or “Buyer”) and their vendors and suppliers (each a “Vendor” or “Seller”). These Terms and Conditions are incorporated into, and a part of, all orders submitted by Buyer, whether electronically, on paper or otherwise (but in all events in writing; each, an “Order”), and regardless of whether referred to in the Order. These Terms and Conditions apply to Orders commencing January 1, 2005 and continuing until revised, replaced or terminated by Keeney.

  2. ORDERS; CHANGES TO ORDERS – All goods and services to be provided by Seller to Buyer (“Goods”) shall be provided in accordance with Orders provided by Buyer to Seller. Each Order shall specify the Goods being purchased, the quantity of such goods, and the time, place and manner of delivery of the Goods, and any Order may specify packing or delivery instructions in addition to or different from those set forth below. Buyer may change the terms specified in any Order from time to time by written notice to Seller, provided that any acceleration of delivery dates or any other change materially increasing Seller’s obligations or costs following acceptance of the Order by Seller shall require Seller’s consent, which shall not be unreasonably withheld or delayed.

  3. TERMINATION OF ORDERS – Buyer may terminate any Order in whole or in part at any time by written, electronic or oral (including telephonic) notice. The termination shall be without cost to Buyer if notice is given by Buyer (a) prior to notice of acceptance of the Order by Seller, (b) at least thirty (30) days prior to any scheduled delivery date (for shipments in the United States or Canada) or at least sixty (60) days prior to any scheduled delivery date (for any other shipment), or © at any time if delivery is not made when and as previously specified. Any termination not contemplated by the preceding sentence shall be allowed without any cost to Buyer provided there are no unique or unusual costs incurred by Seller on behalf of the Order.

  4. SPECIFICATIONS & DRAWINGS – Each Order of Goods from Seller based upon manufacturing specifications or drawings supplied or approved by Buyer (“Specifications”) include the Specifications as an integral term, whether or not the Specifications are included with or referenced in the Order. By delivery of any of the Goods, Seller shall have warranted the conformance of the Goods to the applicable Specifications. In addition, unless otherwise agreed by Buyer in writing, the Specifications shall, as between Buyer and Seller, be the sole and exclusive property of Buyer, and Seller by acceptance of an Order or delivery of any Goods involving the Specifications shall have agreed not to provide goods manufactured to such Specifications, or to specifications directly or indirectly derivative thereof or substantially similar goods, to any third party. In addition, Seller agrees to provide Buyer with all necessary MSDS’s (Material Safety Data Sheets) as required by applicable law.

  5. AMENDMENTS/CHANGES TO SPECIFICATIONS – Buyer has the right to make changes or amendments to modify applicable Specifications at any time, which it shall do by written notice to Seller. Buyer agrees that no change to applicable Specifications shall apply to any Order previously accepted by Seller unless consented to by Seller, which consent shall not be unreasonably withheld. Buyer acknowledges that any change to Specifications involving a material change in Seller’s cost of goods or labor may give rise to a change in Seller’s pricing for the applicable Goods; Seller agrees to negotiate such price change in good faith and in a timely fashion. Any engineering sheets, drawings, etc. provided or paid for by Buyer related to changes shall be the sole property of Buyer, shall be supplied by Seller to Buyer at the time of first shipment of the subject Goods (where the same are developed by Seller and not provided by Buyer) and shall be “Specifications” for purposes of these Terms and Conditions.

  6. PROPERTY OF BUYER – Except as otherwise agreed by Keeney in writing, all Specifications, and all special dies, engineering specification sheets, molds, patterns, jigs, fixtures, digitals, electronic files, artwork, proofs, and any other form of media/property furnished at any time by Buyer, or directly or indirectly paid for by, or purchased for the account of, Buyer (whether separately invoiced, included in the cost of materials ordered or otherwise) for use in the performance of any Order shall be and remain the property of the Buyer. On demand of Keeney, Seller shall forward the same (including all written documents and other tangible items containing any of the Specifications) to Keeney or its designee in accordance with written instructions provided by Keeney.

  7. PRICES; TAXES; PAYMENT – Prices for Goods shall be firm as stated by Seller’s quote or prior agreement of Buyer and Seller, and are agreed to include all applicable packing costs and all applicable taxes pertaining to Seller or Seller’s sale of the Goods to Buyer (whether sales, use, ad valorem or otherwise). No price applicable to Goods covered by any Order may be increased unless authorized by Buyer in writing. Any price reduction applicable to Goods covered by any Order subsequent to the placement of the Order shall apply to the Order. All applicable adjustments shall be made at the time of payment by Buyer. Upon request of Seller, Buyer will furnish tax exemption certificates or other evidence of exemption to the extent authorized and permitted by applicable law and the appropriate taxing authorities in connection with the sale of Goods to Buyer. Terms of payment for any Order shall be as stated in the Order. If no terms are stated in the Order, they will be D90, 2% paid on the 90th day with the net due on the 91st day.

  8. PACKING – All Goods are to be packed in suitable containers for protection in shipment and storage. Any highly polished, highly finished or precision parts are to be properly greased and packed in containers so as to afford adequate protection against atmospheric deterioration. Additional or different packing terms shall apply if expressly stated in the applicable Order or other notice from Buyer to Seller.

  9. DELIVERY SCHEDULE & QUANTITIES – Time is of the essence for each Order unless otherwise specified in writing by Keeney. If Seller fails to deliver any Goods or render any services by the specified date, Buyer shall have the right, without liability and in addition to all other rights and remedies it may have, to cancel its Order pertaining to such Goods or services, any future installments of Goods or services contemplated by such Order, and/or any other Order then pending with Seller or any affiliate of Seller. Seller may not ship any Goods on a C.O.D. basis without Buyer’s prior consent, and any such shipment without Buyer’s written consent shall be at Seller’s sole risk, subject to rejection in Buyer’s absolute discretion and deemed to be a failure of delivery for purposes of the preceding sentence. Goods shall be shipped in the most economical manner except as otherwise specified by Buyer in writing, it being understood that Seller shall strictly comply with Buyer’s written shipping instructions (including as to identity of freight carrier) in all cases in which Buyer provides the same. Shipping terms shall be as specified in the Order or otherwise directed by Buyer in writing; if no written terms are provided by Buyer, delivery shall be deemed to be FOB Seller’s dock. Buyer reserves the right to return in whole or part, at Buyer’s discretion, early deliveries, shortages and overages, all at the cost and for the account of Seller, and any Goods so returned shall be deemed not to have been delivered by Seller to Buyer.

  10. INSPECTION – All Goods are subject to inspection and approval by Buyer at Buyer’s final destination. Buyer reserves all rights to reject or refuse acceptance of any Goods which are not in accordance with applicable Specifications or are otherwise non-conforming.

  11. WARRANTY – By delivery of Goods to Buyer, Seller expressly warrants to Buyer, Buyer’s customers and anyone claiming through them all materials incorporated into Goods, the workmanship of Seller in producing the Goods, the quantity, quality, size, description, dimension or other variable applicable to Goods as specified or referred to in applicable Specifications and Orders, that all Goods are fit and sufficient for their intended purposes, that all Goods are merchantable and free from defects, and that Seller is conveying to Buyer good and marketable title to all Goods, free and clear of any security interest or other lien or encumbrance. Seller agrees that these warranties shall survive receipt of the Goods or services by Buyer, inspection by Buyer, payment by Buyer and re-sale of Goods by Buyer or incorporation of the Goods into products of Buyer, and they shall continue in place for the duration of any standard warranty offered by Seller to its customers generally, but in no event less than two years. These warranties shall be in addition to any other express warranties provided by Seller to Buyer from time to time and all warranties implied by applicable law

  12. COMPLIANCE WITH LAWS – Seller shall comply with all applicable federal, state, local and foreign laws, statutes, rules and regulations (the “Applicable Laws”) in performing in connection with any Order or otherwise transacting business with Keeney or any of its affiliates. As examples, but not as a complete list, the Applicable Laws include the Fair Labor Standards Act, OSHA, child labor laws, environmental laws, patent, trademark and copyright laws, and antitrust and trade regulation laws.

  13. INTELLECTUAL PROPERTY – Seller agrees to defend, indemnify and hold harmless Keeney, its affiliates, and the shareholders, members, partners, directors, managers, officers, employees and agents of each of them (“Buyer Indemnitees”) from and against any and all claims, suits, damages of any nature, losses, costs or expenses, including without limitation all fees and expenses of counsel and other professional advisors (“Claims and Damages”) that any of them may suffer by reason of any allegation that any Goods and/or Specifications (other than Specifications provided to Seller by Buyer) violate any patent, copyright, trade secret, trademark, trade dress, trade name, brand name, logo or other intellectual property right (“Intellectual Property Rights”) of any third party. Buyer agrees to defend, indemnify and hold harmless Seller from and against any and all Claims and Damages it may suffer by reason of any allegation that any Specifications provided by Buyer to Seller violate any Intellectual Property Rights of any third party. Any indemnification and holding harmless pursuant to this Section is contingent upon the indemnified party (i) promptly notifying the indemnifying party in writing of the third party’s claim, (ii) providing the indemnifying party with reasonable information and assistance to settle or defend the third party’s claim, and (iii) grant the indemnifying party control of the defense or settlement of the third party’s claim to the extent the indemnifying party reasonably establishes that it has adequate resources to carry out such defense or settlement and actually actively pursues such defense or settlement.

  14. GENERAL INDEMNITY – In addition to, and without limiting, Section 13, Seller agrees to defend, indemnify and hold harmless all Buyer Indemnitees from and against any and all Claims and Damages any of them may incur on account of Seller’s sale or provision of any Goods or services to Buyer Indemnitees, on account of any failure or refusal to sell or provide any Goods or services to Buyer Indemnitees in accordance with these Terms and Conditions and applicable Orders or otherwise on account of Seller’s failure to comply with these Terms and Conditions or any Order.

  15. INSURANCE – Seller agrees to name Keeney and any affiliates identified by Keeney as additional insureds for purposes of all general liability and products liability insurance coverage maintained by Seller, which shall be written by carriers, in amounts, and subject to other terms and conditions as may be acceptable to Buyer from time to time. Seller agrees to provide Buyer from time to time with certificates satisfactory to Buyer confirming such coverage, the status of Keeney and its affiliates under such coverage and that neither the coverage nor the status of Keeney and its affiliates may be changed without at least 30 days prior written notice to Buyer.

  16. NO DELEGATION OR ASSIGNMENT – Seller may not delegate or assign any of its rights or obligations under or in connection with these Terms and Conditions or any Order without the prior written consent of Keeney, and any purported delegation or assignment in violation of this sentence shall be void and without force or effect and a material violation of these Terms and Conditions by Seller.

  17. BINDING EFFECT – As identified in Section 1, these Terms and Conditions shall be a part of all Orders submitted by Buyer to Seller from the adoption of these Terms and Conditions until these Terms and Conditions are revised or replaced (in which case the revised or new Terms and Conditions shall apply) or are terminated by Keeney. Except as expressly set forth above, these Terms and Conditions cannot be altered or amended, and any contrary, conflicting or additional terms not expressly permitted by these Terms and Conditions or approved by mutual written agreement of Buyer and Seller (“Rejected Terms”) shall be void and without force or effect. Keeney and each other Buyer hereby objects to all Rejected Terms, and Seller by accepting any Order or shipping any Goods to a Buyer hereby agrees that all Rejected Terms shall be null and void, regardless of whether set forth in any acceptance, acknowledgement, invoice or other document supplied by Seller.

  18. ELECTRONIC COMMUNICATIONS – Electronic mail and other forms of electronic communication by which information is communicated in written form shall be deemed to be a writing or in writing for purposes of these Terms and Conditions, except as otherwise determined by Keeney from time to time and notified to Seller in writing.

  19. REMEDIES – Buyer shall have all rights or remedies available at law or in equity in connection with any breach by Seller of any of these Terms and Conditions or otherwise in connection with any sale of Goods or provision of services to Buyer, and no identification of any particular right or remedy in these Terms and Conditions shall be deemed to be a waiver of any other right or remedy or an election by Buyer of any particular right or remedy. Buyer may exercise its rights and remedies concurrently and/or sequentially, as it deems appropriate from time to time, without impairing its ability to later exercise any other right or remedy.

  20. GOVERNING LAW AND FORUM – These Terms and Conditions, all Orders and all transactions between Buyer and Seller are governed by, and shall be construed in accordance with, the law of the State of Connecticut and United Stated federal law, without reference to the conflict of laws principles thereof. Seller by acceptance of any Order or delivery of any Goods, consents to the jurisdiction of the State and Federal courts sitting in the City of Hartford, Connecticut over any suit pertaining in any way to these Terms and Conditions, any Order or any Goods or services provided by Seller, agrees that any such court is a convenient forum for the resolution of any such suit, and agrees that it may be served with process for any such suit by first class registered mail, return receipt requested and postage pre-paid, sent to Seller at the address it has provided to Buyer for correspondence.

Vendor acknowledged and agreed as of __________________________(date)

Vendor Signature ___________________________________

Vendor Representative Name & Title (Please Print) _______________________________________________

Vendor _________________________________________

Buyer acknowledged and agreed as of __________________________(date)

Keeney Buyer’s Signature __________________________________________

Keeney Buyer’s Name & Title (Please Print) ____________________________________________________

Buyer’s Company – Keeney Holdings LLC.



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