Purchase Agreement Terms and Conditions

1. OFFER, ACCEPTANCE, AND MODIFICATION: This order is an offer to Seller by Britax Child Safety, Inc. (“Buyer”) to enter into a purchase agreement on the express terms and conditions set forth on the front and back sides of this document, any attachments, and any specifications and other materials expressly referred to in this document (collectively, the "Agreement"). Seller shall accept the offer in writing or by beginning to fill the order or perform the services requested by Buyer. Any additional terms or conditions proposed by Seller either orally or in writing are hereby rejected and objected to and shall not be made a part of this Agreement unless expressly agreed to by Buyer in writing. Neither acceptance by Buyer of goods and services under this agreement nor payment therefor shall constitute a waiver by Buyer of any of the terms and conditions contained herein or assent to any terms or conditions proposed by Seller.

2. PRICE: The prices to be paid for the goods ordered or services to be performed shall be as set forth in this Agreement unless otherwise agreed to in writing by Buyer. All changes are included in the price and no additional charges of any kind shall be allowed unless specifically agreed to in this Agreement. Unless otherwise agreed to in writing by Buyer, all prices include all applicable Federal, state, and local taxes, assessments, and duties, except for those for which an exemption may be claimed by Buyer.

3. DELIVERY SCHEDULE, RISK OF LOSS, TRANSPORTATION AND PACKAGING: Shipment or delivery of goods and the performance of services shall be in accordance with the schedule set forth in this Agreement unless otherwise agreed to in writing by Buyer. All goods are sold to Buyer "F.O.B. Sellers Plant -- Freight Prepaid" unless otherwise indicated. Time is of the essence under this Agreement. Seller shall promptly notify Buyer in the event it is unable to make timely shipment stating the reasons therefor. If Seller does not or it appears that Seller will not meet Buyer's delivery or work schedule, Buyer may, in addition to any other rights or remedies provided by law or this Agreement, (a) cancel this Agreement, in whole or in part, without liability to Seller except for payment for goods previously shipped and accepted or services previously performed to the extent reasonable in amount, (b) approve, in writing, an agreed upon revised delivery or work schedule, or (c) require that Seller ship via expedited routing to meet such delivery schedule or to recover the time lost. If Buyer approves a revised delivery schedule or requires Seller to ship via expedited routing any additional transportation cost incurred as a result shall be paid by Seller. All risk of loss, duty to insure, and damage in transit or delay in delivery of the goods ordered pursuant to this Agreement shall remain with Seller due to Seller’s packaging and shipment preparation and should Seller be responsible for shipment then until delivery to and acceptance by Buyer, except where transportation of the goods is provided by Buyer's own vehicle, and then risk of loss, damage in transit, and delay in delivery shall shift to Buyer upon completion of loading of Buyer's vehicle by Seller. Seller shall prepare all goods for shipment so as to secure the lowest transportation rates consistent with timely delivery. Buyer has the right to specify carrier and routing. No extra charges for packing, cartage, drayage, storage, or anything else are permissible unless expressly stated in this Agreement or otherwise agreed to in writing by Buyer. Seller shall mark the identification number of this Agreement and enclose a packing slip showing the order number and quantity in each container or other receptacle. If not accompanied by a packing slip, Buyer's count and weight shall be conclusive. Unless otherwise agreed to in writing by Buyer, Seller shall not make a commitment for materials or production arrangements to fulfill this Agreement in excess of the amount or in advance of the time necessary to meet Buyer's delivery schedule.

4. OVERSHIPMENTS, DELIVERIES IN ADVANCE OF SCHEDULE: The quantities of goods as indicated on this Order must not be exceeded without prior written authorization from Buyer. Excess quantities may be returned to Seller at Sellers's sole risk and expense, and all transportation charges both to and from the original destination shall be paid by Seller. Goods which are delivered in advance of schedule without authorization from Buyer may, at Buyer's option: (a) be returned to Seller, at Seller's sole risk and expense; (b) be accepted by Buyer with invoice payment terms calculated from the date of scheduled delivery; or (c) be placed in storage, at Seller's sole risk and expense, and held for delivery on the date specified under Buyer's delivery schedule.

5. PAYMENT TERMS AND SET-OFF: Payment for goods ordered or services to be performed shall be as set forth in this Agreement unless otherwise agreed to in writing by Buyer. For purposes of determining Buyer's eligibility to earn any prompt payment discounts specified in this Agreement or on any invoice, the period during which the applicable discount may be earned and a discounted payment made shall be computed from the date of delivery and/or accepted performance or the receipt by Buyer of a correct invoice, whichever is later. Buyer shall be entitled at all times to set off any amount owing at any time under this or any other Agreement from Seller, or any affiliated company of Seller, to Buyer, or any affiliated company of Buyer, against any amounts payable at any time by Buyer.

6. NO SUBSTITUTION OF MATERIALS: No change in the goods or services ordered under this Agreement, or their method of production, including substitutions or changes in materials, equipment, processing, or production location shall be made by Seller, or any approved subcontractor, without the prior written consent of Buyer.

7. WARRANTIES: Seller represents and warrants: (a) that it is the sole owner of any goods to be sold under this Agreement and that it has the unrestricted right to convey marketable title free and clear of all liens and encumbrances; (b) that any goods delivered or services performed will conform to this Agreement and any description, specification, drawing, or sample relating to such goods or services; (c) that any goods shall be merchantable and fit for the use intended by Buyer and that any goods or services shall be free of all defects in design, material, and workmanship, and shall be in good working condition; and (d) that all goods shall be manufactured in accordance with best manufacturing practices and that all goods and/or services shall conform to and be furnished in accordance with all applicable Federal, state, and local laws, rules, and regulations. Seller agrees that these warranties shall run to Buyer, its affiliates, successors, assigns, and customers, and the users of its products. These warranties are in addition to all other applicable warranties, whether express, implied, or statutory, and shall survive any delivery, inspection, testing, acceptance, or payment by Buyer under this Agreement. The warranties shall also survive in the event that this Agreement is terminated for any reason. Seller shall assign any and all warranties it receives or has received from its suppliers, subcontractors, agents, and/or delegees with regard to goods sold under this Agreement. See also Supplier Quality Manual which is attached hereto and any additional Quality Assurance requirements/procedures which are incorporated and make a part of the terms and conditions hereto.

8. INSPECTION, REJECTION AND RETURN OF GOODS: All goods and services to be purchased under this Agreement are subject to Buyer's right of inspection and approval, notwithstanding any prior payment therefor by Buyer. Goods purchased here¬under may be inspected either at Buyer's destination or Seller's plant, at Buyer’s choosing. Seller will permit buyer with reasonable notice to inspect Seller’s plants or any other facility maintained by Seller to produce, package or store such goods to ensure compliance with seller’s warranties. Buyer reserves the right, in addition to any other rights which it may have at law, at equity, or under this Agreement, to reject and refuse acceptance of all or a portion of such goods or services which are not in conformity with Seller's warranties as determined by Buyer. Seller agrees that time for acceptance or rejection of any shipment of goods or performance of services shall not expire until Buyer's use of the goods in products which it manufactures or processes which embody or employ the goods, or use of any item which is an embodiment of the services performed by Seller. Buyer shall have the right to either (1) return to Seller all or a portion of such non-conforming goods (or any item representing or embodying the services) at Seller's sole risk and expense and for full credit or refund or (2) require that Seller, at its sole risk and expense, correct or replace such goods or services with conforming goods or services within such time as Buyer may require, provided however, that such corrected or rejected goods or services shall not be converted or replaced by Seller without written authorization from Buyer. If Seller fails to correct or replace any nonconforming goods or services within 30 days after notification and authorization from Buyer, Buyer may correct or replace such goods or services and charge Seller for the cost incurred by Buyer and thereby equitably adjust the order price for such goods or services or set-off the cost hereunder, at the sole discretion of Buyer. Any goods or services corrected, replaced or repaired by Seller shall be subject to the warranties and other terms of this Agreement. In the event of rejection by Buyer of all or a portion of the goods or services, Buyer may charge to Seller and set-off against any payments due Seller all expenses of unpacking, examining, repacking, storing, and shipping (and any other expenses incurred with regard to) any goods rejected. Neither receipt of nor payment for any goods or services hereunder shall be deemed acceptance thereof.

Buyer's failure to inspect and accept or reject any goods or services shall not relieve Seller from responsibility for goods which are not in conformance with this Agreement nor for latent defects in any goods whether inspected or not nor for fraud or such gross mistakes as amount to fraud. Nothing herein shall either relieve Seller from the obligation to inspect and test the goods or services covered by this Agreement in accordance with best commercial practices and Buyer's requirements and specifications or impose any liability upon Buyer for such failure or defects. Nothing in this Section shall affect any of the rights or liabilities of the parties as stated in Section 7, entitled “WARRANTIES”.

9. TERMINATION AND REMEDIES: Buyer may terminate this Agreement in whole or in part at any time or times without liability and in its sole discretion by giving written notice to Seller: (a) if Seller fails to observe or comply with any covenants, terms, conditions, or warranties contained in this Agreement; (b) if Seller, in Buyer's opinion, fails to make progress so as to endanger performance or shipment in accordance with this Agreement; (c) in the event of any proceeding by or against Seller in bankruptcy or insolvency, the appointment of a receiver or trustee, or an assignment for the benefit of creditors is made by Seller; (d) if Seller merges with or is acquired by a third party; (e) if Seller assigns any of its rights or liabilities under this Agreement to a third party without Buyer’s written consent. Upon termination, Buyer may produce or purchase or otherwise acquire the goods or services ordered under this Agreement elsewhere on such terms or in such manner as Buyer may deem appropriate, and Seller shall be liable to Buyer for any excess cost or other expenses incurred by Buyer. In addition, Buyer shall have all other rights and remedies provided by law, at equity, and under this Agreement, and all of Buyer's rights and remedies shall be cumulative and shall be considered non-exclusive. Upon termination, Buyer's only responsibility to Seller shall be the purchase price for: (a) goods previously made, delivered to, inspected, and accepted by Buyer in accordance with the terms of this Agreement, and (b) services performed and accepted before the date of receipt by Seller of the termination notice. In no event shall Buyer be liable for incidental or consequential damages resulting from termination.

10. INFRINGEMENT OF PROPRIETARY RIGHTS: To the extent that the goods sup¬plied under this Agreement are not manufactured to detailed designs and specifications originated and furnished by Buyer, Seller represents and warrants that the sale or use of such goods will not infringe any United States or foreign patent, copyright, trademark, trade secret, industrial design right, or other proprietary right (whether registered or unregistered). Seller shall indemnify, defend and hold harmless Buyer, its successors, assigns, shareholders, officers, directors, employees, agents, customer and those persons selling or using any of Buyer's products, and any affiliated company of Buyer, its shareholders, officers, directors, employees, agents, and customers, from and against any damage, liability, claims, loss, costs, expenses, payments and fees (including reasonable attorneys' fees) which may be incurred on account of infringement or alleged infringement of any United States or foreign patent, copyright, trademark, trade secret.

11. COMPLIANCE WITH LAWS: Seller shall comply with all applicable Federal, state, and local laws, rules, and regulations relating to the goods and/or services to be furnished hereunder.

12. RECALL OF GOODS: If Seller becomes aware that the design or construction of the goods or services provided under this Agreement is defective in any manner which is or may become harmful to persons or property or if Seller otherwise breaches any of its warranties to Buyer here¬under, Seller shall immediately give written notice thereof, providing all relevant information with respect thereto, to Buyer, and Seller shall indemnify, defend, and hold harmless Buyer its successors, assigns, shareholders, officers, directors, employees, agents, customers and other persons selling or using its products, and any affiliated company of Buyer, and its officers, directors, shareholders, employees, customers, agents and users of its products, from and against any and all damages, liabilities, claims, losses, costs, expenses, and fees (including reasonable attorneys' fees) paid or incurred by them arising out of or relating or incidental to such goods or services provided by Seller, including, without limitation, any costs associated with recalling products developed, manufactured, or created by Buyer with the aid of such goods or services. Buyer may, at its option, be represented by and actively participate through its own counsel in any suit or action against the foregoing persons and entities. Should Buyer either voluntarily or involuntarily initiate a recall of such products or if a governmental agency shall take action with respect to them, Seller shall assist and cooperate with Buyer in all respects with said recall, including, but not limited to, developing a recall strategy for the products and working with Buyer and any applicable governmental agency in monitoring Buyer's recall operation and in preparing and furnishing such reports, records, or other such information as is necessary in connection therewith. Seller agrees to pay all costs associated with such recall.

13. INDEMNIFICATION: Seller shall indemnify, defend, and hold harmless Buyer, its successors, assigns, shareholders, officers, directors, employees, agents, customers and those persons selling or using any of Buyer's products, and any affiliated company of Buyer, its shareholders, officers, directors, employees, customers, and agents, from and against any and all damage, liability, claims, loss, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating or incidental to any breach by Seller of the terms, covenants, warranties, and conditions of this Agreement, or any act or failure to act by Seller or its agents, representatives, employees, or subcontractors in the performance of this Agreement, including, but not limited to:

1. Death or injury to persons or damage to property, by whomsoever suffered, claimed to have resulted from any alleged defect in the goods or services, or the performance by Seller of work or services pursuant to this Agreement, or the work or performance of services by Seller's agents, representatives, employees, or subcontractors on the premises of Buyer or one of its customers or suppliers, or from the failure of the goods to comply with any applicable sample or specification or with the express or implied warranties given by Seller, its agents, representatives, employees or subcontractors.
2. Claims arising out of the alleged violation by Seller in the manufacture, processing, storage or sale of the goods, or in the performance by Seller of any work or services pursuant to this Agreement, of any Federal, state, or local law, statute, ordinance, or administrative order, rule, regulation, or standard.

Buyer shall have the right to employ counsel separate from counsel employed by Seller in any such proceeding for which Buyer may be indemnified by Seller and to participate in the defense thereof. The expense of such counsel employed by Buyer shall be borne by Buyer unless Seller has failed to assume the defense of Buyer or employ satisfactory counsel.

14. INSURANCE: Seller shall carry at all times the following insurance with an insurance company or companies acceptable to Buyer, and shall furnish at the time of the execution of the Agreement to Buyer an insurance carrier certificate evidencing such coverage and naming Buyer as an additional insured: workers' compensation insurance (including occupational disease) with statutory limits; employer's liability insurance with limits of $500,000; public liability insurance with broad form endorsement (including products liability, completed operations, contractors liability and protective liability); and automobile liability insurance (including non-owned automobile liability), each with limits for bodily injury of $500,000 per person and $1,000,000 per occurrence and for property damage of $1,000,000. Said certificate must set forth the amount of coverage, policy number, and date of expiration, and provide that Buyer shall be given at least sixty (60) days writ¬ten notice prior to any expiration, termination, non-renewal, or material change in cover¬age, unless under any applicable laws of any state a shorter time period for notice is required, in which case such time period shall apply. If Seller is self-insured and registration with the state is required to evidence particular coverage, the certificate of the appropriate state agency of the state in which said work is to be performed must be furnished directly to Buyer by such state agency. Where any work is required under this Agreement and is performed by a subcontractor of Seller, this provision shall apply with full force to such subcontractor. Seller shall ensure that the subcontractor complies with this provision, and evidence of such insurance on behalf of such subcontractor shall be similarly provided by Seller to Buyer.

15. CONFIDENTIAL INFORMATION; BUYER'S PROPERTY:

1. Drawings, data, design, inventions, samples, order requirements, and any other information supplied by Buyer and marked or acknowledged as confidential and proprietary by Buyer shall remain Buyer's property and proprietary information and shall be held in confidence by Seller. Such information shall not be reproduced, used, and/or disclosed to others by Seller without Buyer's prior written consent, except as required for the performance of this Agreement and except to the extent that Seller is able to establish to Buyer's satisfaction prior to such reproduction, use, or disclosure that such information (i) was known by Seller at the time of disclosure to it by Buyer, (ii) became known to Seller after such disclosure to it by Buyer through a third party as a matter of right and without restriction on disclosure, or (iii) is or has become generally known or available to the public through no act or failure to act on the part of the Seller. The foregoing proprietary information shall be at all times labeled as confidential property of Buyer and treated in a confidential manner by Seller, and Seller acknowledges and agrees that disclosure of this information to the industry as a whole would injure Buyer's competitive advantage and are likely to cause significant actual, consequential, and incidental damages to Buyer and/or its affiliates. All such information, including all reproductions, shall be returned to Buyer immediately upon demand and otherwise upon completion of performance by Seller under this Agreement or the termination of this Agreement for any reason. Upon completion of performance or termination of this Agreement for any reason, no outstanding invoices will be honored until such items have been returned to Buyer.
2. All drawings, data and/or specifications, designs, patterns, molds, tools, equipment, samples, and all other items prepared by Seller and paid for by Buyer shall be the sole and exclusive property and proprietary information of Buyer, and same, as well as any such items furnished hereunder to Seller by Buyer, shall be (1) delivered to Buyer upon demand, and otherwise upon the completion or performance under this Agreement by Seller or the termination of this Agreement for any reason in the same condition as supplied, reasonable wear and tear excepted or (2) if not delivered to Buyer, destroyed. No reproductions of such items shall be retained by Seller except as authorized in writing by Buyer. While the foregoing is in the possession of Seller, it shall be conspicuously labeled as the property of Buyer, be kept segregated from all other property of Seller and be kept fully insured by Seller, at Seller's expense, in an amount equal to its replacement cost with a loss payable clause or endorsement in favor of Buyer.
3. The terms of subsections (a) and (b) above shall survive the termination of this Agreement for any reason.

16. TAXES: All taxes, assessments, duties, or any charge or increase which may, prior to the completion of deliveries of goods or performance of services, be levied by any governmental agency on products, containers for products or services shall be the sole liability of Seller without recourse to Buyer, unless otherwise shown separately under the express terms of this Agreement.

17. CHANGES: Buyer reserves the right to make changes within the general scope of this Agreement, except as to price or quantity, by any reasonable means, and, if requested by Seller in writing, such changes shall be confirmed in writing by Buyer. If any such change causes an increase or decrease in the cost of, or time required for, Seller's performance, the price therefore and/or time required for performance shall be equitably adjusted. Any claim for adjustment hereunder must be asserted in writing within thirty (30) days from the date the change is ordered. Failure on the part of either party to assert its claim within the time provided shall operate as a waiver thereof.

18. GOVERNING LAW AND CONSENT TO JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws and decisions of the State of North Carolina, and Seller consents to the adjudication of any dispute arising out of this Agreement or arising out of the relationship between the parties by and the exclusive jurisdiction of any federal or state court of competent jurisdiction sitting in the State of North Carolina.

19. ASSIGNMENT: This Agreement and any duties, rights, claims, or liabilities arising there under may not be assigned, transferred, sublet, subcontracted, or delegated in whole or in part by Seller without the prior written consent of Buyer. Buyer may assign its rights under this Agreement to any of its affiliated companies at any time, and this Agreement shall inure to the benefit of Buyer, its successors and assigns.

20. MISCELLANEOUS: No act or failure to act of Buyer shall constitute a waiver of any provision contained in this Agreement, and any waiver of any requirement or obligation under this Agreement must be in writing and signed by Buyer to be valid. The section headings contained herein are not part of this Agreement, but are included solely for the convenience of the parties.

21. SEVERABILITY: The provisions of this Agreement are severable, and if any provision is held to be unenforceable, the remaining provisions will continue in full force and effect.

22. NOTICES: Any notices, consents, or approvals called for hereunder must be confirmed in writing and delivered or sent by email and enclosed in a sealed envelop with first class postage thereon. Such notice shall be addressed, in the case of Buyer, to its office located at the address set forth on the front side of this document, and, in the case of Seller, at such address as Seller shall provide Buyer or, if no address is provided, at Seller's principal offices.

23. COMPLETE AGREEMENT: This Agreement shall be the sole and exclusive statement of the purchase agreement between Buyer and Seller notwithstanding any terms and conditions that may be contained in any proposal, acknowledgement, confirmation, invoice, or other document received from Seller or any act of Buyer in accepting or paying for any goods or services.

24. AMENDMENT: Except in accordance with the provisions of section 19 hereof, no amendment, modification, or release to or from any provision of this Agreement may arise, except by a writing signed by representatives of both Seller and Buyer, each duly authorized to execute such amendment, modification, or release.