Supplier Terms

If you are a J.W. Speaker supplier, these policies pertain to you and your ability to do business with J.W. Speaker. Please print of copy for your records.

ACCEPTANCE OF TERMS & CONDITIONS WITHOUT CHANGES

This Purchase Order (the “Order”), including the terms and conditions contained herein, is the complete and final agreement between J.W. Speaker Corporation (“J.W. Speaker”) and the supplier (“Seller”) of the goods and/or services identified on the Order (collectively, the “Goods”). Any conduct by Seller recognizing the existence of an agreement (including without limitation shipment) shall be deemed an acceptance without exception to the terms of this Order. Additional or different terms already or hereafter proposed by Seller, whether in a quotation, acknowledgment, invoice or otherwise, are rejected and shall not apply. No change to this Order shall be binding unless agreed to in a writing signed by J.W. Speaker.

CHANGES

J.W. Speaker may at any time make changes in drawings, designs, specifications, materials, packaging, time and place of delivery, method of transportation or other terms of this Order, which changes shall be immediately implemented by Seller. If any such change causes an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this Order shall be accordingly modified in writing. Seller agrees to accept any and all such changes, subject to this section.

TERMINATION FOR CONVENIENCE OF J.W. SPEAKER

J.W. Speaker may at any time terminate this Order or any part hereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work and shall immediately cause its suppliers or subcontractors to cease such work. Seller shall be paid a reasonable termination charge reflecting the percentage of the work performed prior to termination notice, plus actual direct costs resulting from termination. Seller shall not be paid for any work performed after receipt of the termination notice, except to the extent necessary to effect termination, or for any costs incurred which reasonably could have been avoided. Any claims under this section must be asserted in writing in detail within thirty (30) days of receipt of J.W. Speaker’s termination notice.

TERMINATION FOR CAUSE

J.W. Speaker may cancel this Order without penalty: (a) if Seller fails to comply with the specifications, terms or conditions of this Order; (b) if delivery is delayed beyond the requested delivery date, if any; © if a petition in bankruptcy is filed by or against Seller, or Seller is declared insolvent or has a receiver or trustee appointed for it or its assets, or if Seller makes an assignment for the benefit of creditors or commences proceedings under any state insolvency or similar law; or (d) if J.W. Speaker encounters any labor disputes, governmental orders or actions, unavailability of transportation, fires, floods, breakdowns of essential machinery, accidents or other cause beyond its control which affects its ability to receive and use the Goods ordered.

DELIVERY

Time is of the essence with respect to Seller’s obligations hereunder; if delivery of items or rendering of services is not completed by the specified delivery date, J.W. Speaker reserves the right, in addition to its other rights, to return Goods or terminate all or part of this Order and charge Seller with all costs, expenses and damages associated with such return or termination. Seller shall strictly comply with delivery instructions contained on the front of this Order; if none are stated, Goods shall be delivered F.O.B. destination designated by J.W. Speaker. J.W. Speaker may delay delivery and/or acceptance for causes arising beyond its control.

INSPECTION AND ACCEPTANCE

All Goods are subject to J.W. Speaker’s inspection. J.W. Speaker shall have a reasonable time to inspect the Goods after arrival at their destination. Upon notice, J.W. Speaker may make inspection visit(s) at the site where the Goods are being designed or manufactured, or services being performed. If J.W. Speaker determines that part of the Goods are not in accordance with J.W. Speaker’s specifications, J.W. Speaker has the right to reject any such Goods and is permitted to cancel any unshipped portion of this Order. Goods rejected or those which are supplied in excess of quantities called for herein may be returned to Seller at Seller’s expense. Payment for the Goods prior to inspection shall not constitute acceptance thereof, and shall be made without prejudice to any and all claims that J.W. Speaker may have against Seller. In the event the Goods must be installed, tested, inspected or assembled prior to commercial use, they shall not be deemed finally accepted until such installation, testing, inspection or assembly, as the case may be, indicates that the Goods are in accordance with specifications and are operating properly.

PACKAGING AND SHIPPING

All packages shall be clearly marked with an appropriate description of the Goods, the purchase order number for such Goods, the part number(s) and quantity of items contained within each package. No additional charges of any kind, including charges for boxing, packaging, cartage or other extras shall be added unless specified on the face of this Order.

TAXES

Unless otherwise specified on the face of this Order, the prices herein include all applicable federal, state and local taxes, customs, duties and fees of every kind and nature, including, without limitation, sales and use taxes.

INDEMNIFICATION

Seller shall defend, indemnify and hold harmless J.W. Speaker against all damages, claims, costs and expenses (including attorneys’ fees) arising out of or resulting from any act or omission of Seller, its agents, employees or subcontractors or which otherwise arises as a result of Seller’s performance of this Order including, without limitation, all liabilities to J.W. Speaker’s employees, agents and subcontractors.

PRODUCT LIABILITY

Seller agrees to defend, protect, and hold harmless J.W. Speaker, its successors, officers, employees, agents and dealers against any and all claims for personal injury, property, consequential or special damages resulting from improper or defective material, workmanship, design, or Seller’s failure to comply with Paragraph 11. J.W. Speaker shall cooperate in the investigation and defense of any such claim or suit. Seller’s obligation shall not extend to or include, claims resulting from the use of any goods in combination with unsuitable goods not furnished under this order, or from an unauthorized modification or alteration of the goods. Seller shall maintain adequate insurance coverage to fulfill Seller’s indemnification obligations hereunder and shall provide proof satisfactory to J.W. Speaker of such coverage upon request of J.W. Speaker.

COMPLIANCE WITH LAW

Seller warrants that all Goods shipped hereunder have been produced and all services performed are in compliance with all applicable local, state (or province) federal and foreign laws, rules, regulations, standards and codes including (where appropriate), but not limited to, the Fair Labor Standards Act, environmental protection laws and occupational health and safety laws. For purchases within the United States, Seller’s invoices shall contain a certification substantially as follows: “Seller represents that these items were produced in compliance with all applicable requirements of the Fair Labor Standards Act and of regulations and orders of the U.S. Department of Labor issued thereunder.” Seller warrants that it shall not do anything which would cause the work environment for J.W. Speaker’s agents or employees not to be in compliance with the law.

WARRANTIES

Seller warrants that all Goods delivered and services performed shall (a) be new and of first quality; (b) be merchantable and free from defects in materials and workmanship; © conform to specifications, descriptions and other conditions specified by J.W. Speaker; (d) be performed by competent and qualified personnel in a proper and workmanlike manner; (e) be free from liens and encumbrances with good title conveyed upon payment of the purchase price; (f) be fit and safe for their intended purpose, if Seller is or should be aware of the use to which such Goods will be put; and (g) be approved by qualified licensed professionals in the event professional design work is involved. Seller also warrants that it shall obtain and assign or otherwise provide to J.W. Speaker the benefits of warranties and guarantees provided by manufacturers or suppliers of material or equipment incorporated into the Goods, and shall perform its responsibilities so that such warranties or guarantees remain in full effect.

Seller agrees to promptly replace or otherwise correct, without expense to J.W. Speaker, any of the Goods which do not conform to the foregoing warranties. In the event that Seller fails to promptly make such replacement or correction, J.W. Speaker may cause such replacement or correction to be made and charge Seller for all expenses associated therewith. The foregoing warranties and remedies shall be in addition to any warranties or remedies provided by law and shall survive inspection, test, acceptance and payment.

WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; INDEMNIFICATION

Seller warrants that neither the sale nor use of the Goods furnished pursuant to this Order will infringe upon any U.S. or foreign letters patent, copyright, trademark, or any other intellectual property right (collectively, “Property Rights”). Seller will defend every claim, demand or suit against J.W. Speaker or anyone selling or using any of the Goods which alleges that Goods sold hereunder infringe any such Property Rights or constitute unfair competition or trade secret violations; and Seller will indemnify J.W. Speaker for and hold J.W. Speaker harmless from all costs and expenses (including attorneys’ fees) which J.W. Speaker incurs in defending any such claim, demand or suit, together with all liabilities, judgments, costs, damages and profits recoverable therein. J.W. Speaker shall have the right to employ, at Seller’s expense, counsel on its own behalf, and shall have the right to participate in the defense of such suit.

INTELLECTUAL PROPERTY LICENSE

If any experimental, developmental or research work is called for or required hereunder, Seller agrees to and hereby does grant to J.W. Speaker an irrevocable, non-exclusive, fully transferable royalty free license to make, have made, use and sell any invention, improvement or discovery (whether or not patentable) that Seller conceives or first actually reduces to practice in performing this order.

Seller agrees to and hereby does grant to J.W. Speaker (i) an irrevocable, non-exclusive, fully transferable royalty free license to reproduce, translate, publish, use and dispose of, and to authorize others so to do, any copyrighted or copyrightable material ordered as articles or incorporated in or supplied as a supplement with, any articles; and (ii) the right to reproduce, use and disclose for any purpose all or any part of the reports, drawings, blueprints, data and technical information delivered or specified to be delivered by Seller to J.W. Speaker under this order.

PROPRIETARY INFORMATON; CONFIDENTIALITY; ADVERTISING

All information furnished by J.W. Speaker or any other person acting on behalf of J.W. Speaker and all information learned or observed about J.W. Speaker or its operations through performing this Order is confidential and Seller shall not disclose any such information to any other person, or use such information for any purpose other than performing this Order without J.W. Speaker’s express written consent. All information in tangible form, including drawings, samples, models, specifications, or other documents provided by J.W. Speaker or prepared by Seller for J.W. Speaker shall be returned to J.W. Speaker promptly upon request. Seller shall not publicize the fact that J.W. Speaker has contracted to purchase Goods or services from Seller, nor shall any information relating to this Order be disclosed without J.W. Speaker’s written consent. Unless otherwise agreed in writing, no information disclosed by Seller to J.W. Speaker shall be deemed confidential and Seller shall have no rights against J.W. Speaker with respect to J.W. Speaker’s use thereof.

LIENS

Seller agrees that it shall not file any liens as a result of producing Goods hereunder and that it shall not permit its subcontractors or other suppliers to file such liens. When requested, Seller shall provide J.W. Speaker with lien waivers for itself, its subcontractors and other suppliers in a form satisfactory to J.W. Speaker, who may withhold any payment(s) otherwise due until it has received reasonable assurances that all of Seller’s obligations respecting the Goods or services have been paid. If a lien is filed, Seller shall cooperate fully with J.W. Speaker, at Seller’s expense, to cause the lien to be removed.

INSURANCE

Seller shall obtain and maintain in force (a) bodily injury and property damage public liability insurance (including coverage for Goods and completed operations and contractual liabilities) of not less than $2 million dollars per occurrence, and (b) all other insurance that is required by law. Upon request, Seller shall provide J.W. Speaker with satisfactory evidence that such insurance is in effect.

INDEPENDENT CONTRACTOR

Seller, its subcontractors and other suppliers, shall at all times be independent contractors and no express or implied representations to the contrary shall be made. Seller shall at all times retain exclusive liability for wages and all employment-related obligations due its employees and shall indemnify J.W. Speaker for any liability arising therefrom.

DISPUTE RESOLUTION

Any dispute arising out of or related to this order or any contract or sale resulting from it will be resolved by binding arbitration conducted by an independent and impartial arbitrator. Judgment of the arbitrator shall be final and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. The place of arbitration will be determined by agreement of the parties upon commencement of an arbitration, or if the parties cannot agree, in Milwaukee, Wisconsin. In issuing a decision, the arbitrator must state the reasoning on which the award is based and/or findings of fact and conclusions of law.

EQUAL OPPORTUNITY / AFFIRMATIVE ACTION

The seller will comply with all provisions of Executive Order 11246 as amended, the provisions found in 41 C.F.R. sec. 60-741 (Disabled Persons) and sec. 60-250 (Veterans), and all relevant rules, regulations, and orders of the Secretary of Labor.

LABOR DISPUTES

Whenever Seller has knowledge that any present or potential labor dispute is delaying or threatens to delay the timely performance of this contract, Seller shall immediately give notice thereof, including all information relevant thereto to J.W. Speaker’s Purchasing Agent, and if this contract is issued under a Government prime contract, or subcontract thereunder, such notice shall also be given to the nearest representative of the Government Department concerned.

CONFLICT MINERAL POLICY

On August 22, 2012, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules to implement reporting and disclosure requirements related to “Conflict Minerals”, as directed by the DoddFrank Wall Street Reform and Consumer Protection Act of 2010. These rules require manufacturers who file certain reports with the SEC to disclose whether the products they manufacture, or contract to manufacture, contain “Conflict Minerals necessary to the functionality or production” of those products that directly, or indirectly, finance or benefit armed groups in the Democratic Republic of the Congo or an adjoining country. The term “Conflict Minerals” is defined as tin, tantalum, tungsten, gold and their derivatives. J.W. Speaker, as a privately held corporation, is not subject to the Conflict Minerals reporting requirements directly; however, as a supplier to publicly traded companies, we are committed to helping our customers comply with their reporting requirements.

MISCELLANEOUS

a) This Order and the parties’ performance hereunder shall be governed by the internal laws of the state of Wisconsin, without giving effect to its conflict of laws principles, including the Uniform Commercial Code as adopted by such state;

b) no remedy provided herein shall be exclusive of any other remedy hereunder or provided by any applicable law;

c) the invalidity or unenforceability of any provision of this Order shall not affect the validity or enforceability of any of the other provisions of this Order;

d) this Order shall not be assigned by Seller, and Seller shall not delegate in any manner to any other person the performance of any work or the supplying of any Goods under this Order, in either case without the prior written consent of J.W. Speaker;

e) J.W. Speaker’s failure to insist on performance of any of the terms of this Order, its failure to exercise any right or privilege or its waiver of any breach hereunder shall not effect a waiver of any other right or privilege, whether of the same or similar type;

f) in the event J.W. Speaker is involved in any litigation with respect to this Order, J.W. Speaker shall recover from Seller its costs and attorneys’ fees incurred in enforcing or defending its rights hereunder; and

g) captions preceding particular sections are for convenience only and are not to be construed as part of this Order or as a limitation of the scope of a particular section to which they refer. If Seller uses suppliers located outside the United States, then except as otherwise specified,
(i) the 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply,
(ii) all customs fees, import duties, cargo insurance, taxes and other charges imposed on or relating to the purchase or sale of the Goods shall be paid by Seller, and © prices include all commercial export packaging.