Terms and Conditions of Purchase Orders

1. OFFER AND ACCEPTANCE. These Terms and Conditions govern all purchase orders issued by Trinity Packaging Supply, LLC a New Jersey limited liability company (“Trinity”) listed on and “Purchase Order.” The purchase order shall be the final expression of the terms and conditions of the sale of Goods between the parties. All of the materials referenced herein that are to be incorporated by reference are to be deemed part of this Purchase Order as well as the agreement for the sale of Goods that is created thereby upon acceptance by the Vendor. The “Vendor” is the supplier of the goods described therein. The Purchase Order is only an offer that is conditioned upon the Vendor’s acceptance in accordance with its terms, only as presented, and this offer is deemed accepted as presented upon Vendor’s acceptance. Acceptance of any Purchase Order by the Vendor in writing or by delivery of Goods shall constitute the creation of an agreement for the sale of Goods. Accordingly, each and every Vendor has agreed or is deemed to agree to these Terms and Conditions. Additionally, no terms or conditions that are different than the terms and conditions contained in any Purchase Order that may be contained in any acceptance or other writing from the Vendor shall be deemed to form a part of the agreement for the sale of Goods, unless otherwise determined in a executed Supply Purchase Agreement. Trinity does not consent to, or accept and herby expressly objects to any Vendor attempt to change, reject or supplement any Purchase Order or to any effort to conditions its acceptance upon any such change, rejections or supplement to any Purchase Order and Trinity’s objection to such effort shall not be waived by acceptance of Goods or otherwise Vendor’s acceptance may be effected only by (i) written confirmation, (ii) shipment of conforming Goods in accordance with this Purchase Order, (iii) other Vendor performance in accordance herewith. All Purchase Orders shall be deemed to be executory contracts until such time as the Vendor has fully and completely performed all terms and conditions associate with the sale of the Goods to Trinity.

2. Price; Credit: The price for the Goods or Services will be the lower of the price listed in the Purchase Order or the Seller’s price in effect on the date of delivery for like quantities of Goods or Services of like grade and quality to customers in the same class as Trinity.

3. Invoices: The Purchase Order number provided by Trinity must be included in Seller’s invoice. Invoices received by Trinity without Trinity’s Purchase Order Number will be returned to Seller. Seller agrees to resubmit a corrected invoice with Trinity’s purchase order number. Payment days shall begin on the date of receipt of Seller’s correct invoice by Trinity. Federal, State, or local taxes of any nature which are billed to Trinity will be stated separately in Seller’s invoice.

4. Packing and Shipping Goods: Seller will mark the Purchase Order number on each container and on a packing slip to be enclosed in each container. Unless otherwise specified in the Purchase Order, shipments will be prepaid and there will be no extra charges for packing or cartage, delivery will be to the Trinity’s plant or location that placed the Purchase Order, and title and risk of loss will not pass to Trinity until the order has been inspected and accepted.

5. Inspection; Rejection of Goods: Trinity has the right to inspect the Goods and to reject any or all of the Goods that are in Trinity’s judgment defective or nonconforming. Goods so rejected and Goods supplied in excess of quantities specified in the numbered Purchase Order may, at Trinity’s option, be returned, or held for disposition, at Seller’s risk and expense. Payment for any or all of the Goods will not, in and of itself, constitute acceptance by Trinity.

6. Warranty: Seller warrants: (a) good title to the Goods free and clear from all liens and encumbrances; (b) delivery of the Goods and Services free of any patent, trademark, copyright or similar claim; (c) that the Goods will be of merchantable quality and free from defects in materials, workmanship and fabrication quality; and (d) that the goods will be fit for the ordinary purposes for which such Goods are used and, if Seller is aware of any other intended use, fit for such intended purpose. These warranties will be in addition to all warranties provided by law or by Seller. All warranties will survive acceptance and payment, and will run to Trinity and its employees, customers, successors and assigns. Seller agrees to indemnify and hold Trinity harmless from any loss, cost, damage, expense (including attorney’s fees) or liability of Trinity arising out of or in any way connected with a breach of any warranties or the negligence of Seller in the manufacture or design of the Goods or performance of the Services.

7. Changes: Trinity has the right at any time to make changes in specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost or the time required for performance, an equitable adjustment will be made.

8. Termination for Convenience of Trinity: Trinity may terminate any individual Purchase Order or any part of a Purchase Order for its sole convenience. In the event of such termination, Seller will immediately stop all work. Seller will be paid a reasonable termination charge consisting of (a) a percentage of the Purchase Order price reflecting the percentage of the work performed but not yet paid for prior to the notice of termination (upon which payment at Trinity’s option Seller will ship to Trinity all completed Goods and work-in-progress), plus (b) actual direct costs resulting from termination (subject to Seller’s obligation to mitigate such costs). Reimbursable costs will not include the cost of raw materials usable or resalable by Seller in the ordinary course of business. Trinity will have the option to purchase any materials specifically ordered by Seller to perform the contract, at Seller’s cost plus ten percent.

9. Termination for Cause: Trinity may also terminate any individual Purchase Order or any part of an individual Purchase Order for cause in the event of Seller’s failure to comply with any of the terms and conditions of the Purchase Order, including without limitation late deliveries, deliveries of defective or nonconforming products and failure to provide upon request reasonable assurances of future performance. In the event of termination for cause, Trinity will not be liable for any amounts other than a percentage of the Purchase Order price reflecting Goods or Services accepted by Trinity. Seller will be liable to Trinity for any and all damages sustained by reason of the default which gave rise to the termination, including without limitation any costs of completing the contract in excess of the price fixed in the Purchase Order.

10. Compliance with Laws: Seller will comply fully with every statute, law, regulation and order applicable to the Goods, the Services and the Seller, and will indemnify, defend and hold harmless Trinity from Seller’s failure to do so.

11. Independent Contractor: When Seller performs work of any description in furtherance of the Purchase Order on the premises of Trinity or any of Trinity’s customers, Seller agrees that such services are to be rendered by Seller as an independent contractor and Seller will provide all safeguards and take all necessary precautions to prevent the occurrence of any accident, injury, death or loss to any person or property and will be solely responsible therefore, except to the extent caused by the negligence of Trinity. Seller will maintain public liability and property damage insurance with reasonable limits covering its obligations and will also maintain proper worker’s compensation insurance covering all employees performing the Purchase Order.

12. Time; Delays: If a delivery date and/or time is specified, time is of the essence of such provision. However, neither party will be liable for any delay in performance due to causes beyond its control including, but not limited to, acts of nature, acts of government or labor disputes.

13. Limitation of Damages; Statute of Limitations: Trinity’s liability on any claim of any kind for any loss or damage arising out of or connected with or resulting from the contract, its performance or any breach will not exceed the price allocable to the Goods or Services or portion thereof which gives rise to the claim. In no event will Trinity be liable for anticipated profits, for incidental or consequential damages or for penalties of any description. Any action resulting from any breach on the part of Trinity must be commenced within one year after the cause of action has accrued.

14. Waiver: If Trinity provides Seller with an opportunity to cure its performance, such will not be construed as a waiver of any or all of the terms and conditions of the contract or any other rights or remedies of Trinity provided by law. Waiver of any default will not waive any other default.

15. Assignment: No assignment, delegation or subcontract is permitted without Trinity’s prior written consent.

16. Governing Law & Venue: Any questions, claims, disputes or litigation arising from or related to the making, performance or alleged breach of this Agreement, or to any available remedies (a “dispute”), shall be governed by the laws of New Jersey, without regard to conflicts of law principles. In the event no process is specified therein, a dispute shall be resolved as follows: (i) upon written notice of a dispute (the “Notice”), by confidential in-person negotiation between business representatives of the parties who have authority to fully resolve the dispute; (ii) if within thirty (30) days of the Notice the dispute has not been fully resolved, the parties shall conduct a confidential mediation using a location, mediator, and rules acceptable to both parties (with the costs of mediation shared equally); (iii) if the dispute is not resolved in mediation within three (3) months of the date of the Notice, or if a party breaches an agreement reached in mediation to resolve the dispute, then either party may commence litigation. Nothing herein shall preclude either party from seeking injunctive relief to prevent immediate, irreparable harm to its interests.

The parties agree that the State of New Jersey has a substantial relationship to this transaction and each party agrees that the courts of New Jersey shall have exclusive jurisdiction over them and agrees to submit to the exclusive jurisdiction of such courts. The exclusive venue for any and all litigation relating to this Agreement or any dispute between the parties shall be in Burlington County, New Jersey in the state or federal court having subject matter jurisdiction.

Any litigation for any breach of any obligation under this Agreement must be commenced within one (1) year after the date on which the aggrieved party knows or reasonably should have known the breach occurred.

17. Conflicts: If a conflict exists between terms of this Agreement and any other Agreement, either past, present or future between Trinity and Seller, the terms of this Agreement shall prevail. If any provision of this Agreement is held by court of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.

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