1. Contract:

The Purchase Order constitutes an offer to purchase goods upon a contract of sale between Readco Kurimoto, LLC. Buyer (“Readco”) and Seller (as designated on the face hereof). Seller’s commencement of work on the goods subject to the Purchase Order or shipment of such goods, whichever occurs first shall be deemed an effective mode of acceptance of the Purchase Order. Any acceptance of the Purchase Order is limited to acceptance of the express terms contained hereof. Any proposal for additional or different terms or any attempt by seller to vary in any degree any of the terms of this offer in Seller’s acceptance is hereby objected to and rejected, but such proposals shall not operate as a rejection of this offer unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods, but shall be deemed a material alteration thereof, and this offer shall be deemed accepted by the Seller without said additional or different terms. If the Purchase Order shall be deemed an acceptance of a prior offer by Seller, such acceptance is limited to the express terms contained hereof. Additional or different terms or any attempt by Seller to vary in any degree any of the terms of the Purchase Order shall be deemed material and are objected to and rejected, but the Purchase Order shall not operate as a rejection of the Seller’s offer unless it contains variances in the terms of the description, quantity, price, or delivery schedule of the goods. The terms “goods” as used herein shall mean that which Readco, is offering to purchase from Seller pursuant hereto, whether it be materials and products to be manufactured and/or delivered, or services to be rendered, or both. The Purchase Order is revocable, in whole or in part, by Readco any time prior to acceptance.


Readco’s production schedules and warranties to its customers are based upon the agreement that deliveries of the goods shall occur on the required delivery date shown on the face hereof. Time is of the essence,and Seller shall be responsible for all damages of any kind incurred or suffered by Readco and by the ultimate purchases and users proximately caused by any delay of the Seller beyond the scheduled delivery date. Seller agrees to notify Readco immediately if at any time it appears that Seller may not meet the delivery schedule. Such notification shall include the reasons for the delay, actual or potential, the steps being taken to remedy the constraint and the schedule Seller believes it will be able to meet. Such notification shall not be deemed to be acquiescence in or approval of the delay, proposed revised delivery schedule or a waiver of the delivery schedule of the Purchase Order.

Where delivery of goods is not completed by the time promised, Readco reserves the right without liability, in addition to its other rights and remedies, to terminate this contract by notice to Seller, effective when received, for items not yet shipped and to purchase substitute goods or services elsewhere and charge Seller with any loss incurred.

Readco shall not be liable for delay in furnishing any item to be provided by it when such delay is caused by its failure to receive such items or parts therefor from its source of supply or by any cause beyond the control of Readco. Unauthorized advance shipments and shipments other than for the quantity ordered are returnable at Sellers expense. Readco may at any time postpone delivery of any of the goods for a reasonable time as to any particular scheduled shipment. Identification of the goods under Section 2-501 of the Uniform Commercial Code shall occur at the moment Seller accepts the Purchase Order. Seller shall not be excused from performing his obligations hereunder if the goods identified are destroyed. Substituted goods of equal quantity and quality shall be tendered to Seller. Delivery shall not be deemed complete until the goods have been actually received by Readco or at the destination it directs notwithstanding any agreement to pay freight or other charges for transportation or insurance; the risk of loss in transit shall be upon Seller and shall not pass to Readco until Readco actually takes physical possession of the goods. Readco shall not be responsible for failure to receive goods, if occasioned by any cause not within Readco’s control.

If specified, Seller shall not deviate from routing as requested unless approved by the Buyer in advance. If circumstances arise creating difficulty in adhering to our requested routing, Seller shall contact Buyer requesting alternate routing instructions.


Readco may delay delivery or acceptance occasioned by cause beyond its control. Seller shall hold such goods at the direction of Readco and shall deliver them when the cause affecting the delay has been removed. Readco shall be responsible only for Seller’s capital direct additional cost in holding the goods or delaying performance of this agreement at its request. Causes beyond Readco’s control shall include government action or failure of the government to act where such action is required, strike or other labor trouble, fire, or unusually severe weather.


Readco shall have the right at any time to make changes in drawings, designs, 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 the performance, an equitable adjustment shall be made and this agreement shall be modified in writing accordingly. Seller agrees to accept any such changes subject to this paragraph.


Seller expressly warrants that all goods or services furnished under this agreement shall conform to all the specifications and appropriate standards, will be new, and free from defects in material and workmanship. Seller warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods or services, and that any goods will be adequately contained, packaged, marked and labeled. Seller warrants that all goods and services furnished hereunder shall be merchantable, and will be safe and appropriate for the purpose for which the goods or services of that kind are normally used. If Seller knows or has reason to know the particular purpose for which purchaser intends to use the goods or services, Seller warrants that such goods or services will be fit for such particular purpose. Seller warrants that goods or services furnished will conform in all respects to samples, inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Seller’s obligation under this warranty, and such warranties shall survive inspection test, acceptance and use. Seller’s warranty shall run to purchaser, its successors, assigns and customers, and users of products sold by purchaser. Seller agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to purchaser, when notified of such nonconformity by purchaser, provided purchaser elects to provide Seller with the opportunity to do so. In the event of failure of Seller to correct defects in or replace nonconforming goods shall in no way invalidate, waive, or affect any warranty, express or implied, of Seller (nor of itself cause Readco to waive by election any other remedy at law or in equity).


In no event shall Readco be liable for anticipated profits or for incidental or consequential damages. Readco’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim. Readco shall not be liable for penalties of any description. Any action resulting from breach on the part of Readco as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.


Seller agrees upon receipt of notification to promptly assume full responsibility for defense of any suit or proceeding which may be brought against purchaser or its agents, customers, or other vendors for alleged patent infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark or appearance of goods or services furnished hereunder. And further, Seller agrees to indemnify purchaser, its agents and customers, against any and all expenses, losses, royalties, profits and damages including court costs and attorney’s fees resulting from any such suit or proceeding, including any settlement. Purchaser may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires, and the cost of such representation shall be paid by Seller.


Payment for goods delivered hereunder shall not constitute acceptance thereof. Readco shall have the right to inspect such goods and to reject any or all said goods which are in purchaser’s judgement defective or nonconforming. Goods rejected and goods supplied in excess of quantities called herein may be returned to Seller at its expense and, in addition to its other rights. Readco may charge Seller, all expenses of unpacking, examining, repacking and reshipping such goods. In the event purchaser receives goods whose defects or nonconformity is not apparent on examination. Readco reserves the right to require replacement, as well as payment of damages. Nothing contained in the Purchase Order shall relieve in any way the Seller from the obligation of testing, inspection and quality control. Readco reserves the right to inspect all goods prior to shipment by Seller, and in furtherance thereof, Seller shall permit employees or representatives of Readco to have access to Seller’s facilities at all reasonable hours. All goods shall nevertheless be received to inspection and approval by Readco after delivery (and prior to payment) and rejection if nonconforming.


(a) Ship only as specified herein, or as subsequently directed in writing, and in strict conformity with the governing tariff rules and regulations: (b) Seller shall pack or otherwise prepare all goods to meet carrier requirements and safeguard against damage from weather and transportation, (c) No charges shall be allowed for packing or cartage unless noted herein: (d) Unless otherwise agreed upon in writing by Readco, goods must be shipped prepaid at Seller’s expense: (e) Mark each package to show Purchase Order number and include a packaging sheet in each package: (f) The expense of returning all goods for whatever reason returned, shall be borne by Seller, with title and risk of loss passing to Seller at Readco’s facility.


Seller warrants that the prices for goods sold purchaser hereunder are not less favorable than those currently extended to any other customer for the same or similar goods in the like grade quality and quantities. In the event Seller reduces or lowers its price for such goods during the term of this order, Seller agrees to reduce the prices hereof correspondingly. Seller warrants that prices shown on the Purchase Order shall be complete and no additional charges of any type shall be added without purchaser’s express written consent. Such additional charges include, but are not limited to, shipping, labeling, custom duties, taxes, storage, insurance, boxing and crating.


Payments shall be made upon the submission of proper invoices for goods delivered and accepted. With respect to any discount offered, time shall be computed from date of delivery or from the date correct invoice is received by Readco whichever occurs last. Payment is deemed to be made for the purpose of earning the discount on the date Readco’s check is mailed.


Seller shall consider all information furnished by Readco to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this contract, unless Seller obtains written permission from purchaser to do so. This paragraph shall apply to drawings, specification, or other documents prepared by Seller for Readco in connection with this order. Seller shall not advertise or publish the fact that Readco has contracted to purchase goods from Seller, nor shall any information relating to the order be disclosed without Readco’s written permission. Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at any time by Seller to purchaser shall be deemed secret or confidential and Seller shall have no rights against purchaser with respect thereto except such right as may exist under patent laws.


Seller, if required as part of its performance hereunder, shall on or before delivery of any goods, supply any and all printed materials, such as catalogs, drawings, cuts, certified prints, characteristic curves, parts lists, service and technical manuals, and diagrams relating to such goods. The failure of the Seller to deliver the foregoing printed material required shall constitute a basis for nonpayment of the price of the goods until delivery is made. All such printed materials supplied by, or specifically manufactured, made, or produced at the request of Readco shall at all times be and remain the property of Readco and shall be delivered to Readco on demand.


Seller shall defend, indemnify and hold harmless Readco against all damages, claims or liabilities and expenses (including attorney’s fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, or from any act or omission of Seller, its agents, employees, or subcontractors. This indemnification shall be in addition to the warranty obligations of the Seller.


Readco may modify the terms or conditions hereof or terminate work hereunder in whole or in part at any time by written or telegraphic notice, and upon the receipt thereof, Seller shall to the extent directed by Readco, stop both work and placement of further order or subcontracts, terminate work under orders and subcontracts outstanding, and take any necessary action to protect property in Seller’s possession in which Readco has or may acquire an interest. Modification or termination shall be without prejudice to any claims which Seller may have against Readco. Readco shall pay Seller’s reasonable costs in making settlement hereunder, and in protecting property in which Readco has or may acquire an interest, provided that total payments hereunder shall not exceed the aggregate price specified herein, and provided that such claims for payment must be asserted within thirty (30) days from the date of receipt of notice of such modification or termination.  Nothing contained herein shall relieve Seller from proceeding without delay in the performance of the Purchase Order as modified.  Notwithstanding anything to the contrary herein, and with respect to modifications hereof, in those instances where the face hereof bears as Government contract number, Readco may modify only the drawings and specifications, packing and packages, place of delivery, quantities and delivery schedule.

Readco may cancel and terminate the Purchase Order without any liability or obligation in the event of: (a) the commencing of any proceeding under the Bankruptcy Act, federal or state, as amended by or against Seller (b) Seller becoming insolvent; (c) Seller making any assignment for the benefit of creditors; (d) a writ of attachment or execution being levied on any property of Seller and not being released or satisfied within ten (10) days therefrom; (e) a receiver being appointed in any proceeding or action to which Seller is a party; (f) the failure by Seller to produce and deliver acceptable goods, or comply with any other instructions, terms, conditions or warranties applicable hereto; (g) any other event occurring which under the Uniform Commercial Code or other applicable law would entitle Readco to cancel and terminate the Purchase Order. In the event of termination for cause (a through g above), Readco may produce or purchase or otherwise acquire goods elsewhere on such terms or in such manner as Readco may deem appropriate, and Seller shall be liable to Readco for any excess cost or other expenses incurred by Readco. In the event that Seller is entitled to recover damages hereunder, such damages shall not include any incidental damages as defined in Section 2-710 of the Uniform Commercial Code.


Unless otherwise provide herein, all supplies, materials, drawings, manuals, facilities, tools, jigs, dies, fixtures, patterns or equipment furnished to Seller by Readco shall remain the property of Readco. Seller shall bear all risk of loss and damage thereto, normal wear and tear excepted, while such property is in Seller’s actual or constructive possession. Such property shall at all times be properly housed and maintained by Seller, shall not be commingled with the property of Seller or others, shall not be moved from Seller’s premises without prior written authority from Readco, and shall, upon request by Readco, be immediately returned to Readco.


The remedies herein reserved or created by Buyer shall be cumulative and additional to any other or further remedies provided at law or in equity. Readco may remedy any breach of the terms or conditions hereof and may waive any breach of the terms or conditions hereof without waiving the breach remedied or without waiving any other prior or subsequent breach. Seller shall indemnify and hold Readco harmless from and against all liabilities, losses and incidental damages and expenses, including Readco’s reasonable attorney’s fees resulting from a claim based upon either strict liability, or from the breach of any of the terms and conditions hereof, whether negligent or otherwise, specifically including, but not limited to, the breach of any of Seller’s warranties. Any action for breach hereof must be commenced within two years after the cause of action has occurred. For purposes hereof, a breach of warranty shall be deemed to accrue, not when the goods when the actual breach is discovered.


Unless otherwise provided in the Purchase Order, no invoice shall be issued and no payment will be made prior to physical delivery of goods, or completion of the rendering services to Readco. Individual invoices, in duplicate, showing the Purchase Order number, description of goods as shown herein number of cartons shipped, and carrier and weight, shall be issued for each shipment applying hereto. One copy of each individual invoice must be plainly marked “Original.” Shipping charges and all applicable taxes, or charges for which Readco has agreed to pay, and has not furnished an exemption certificate, shall be itemized separately on Seller’s invoices. Unless such charges are itemized, Readco may take the applicable discount on the full amount of each invoice.


Seller shall not delegate any duties, nor assign any right or claims hereunder, with prior written consent of Readco, and any such attempted delegation or assignment shall be void. All claims for monies due or to become due from Readco shall be subject to deduction by Readco for any setoff or counterclaim arising out of this or any other of Readco’s Purchase Orders with Seller, whether such setoff or counterclaim arises before or after any such assignment by Seller.


The headings used herein are for reference purposes only and shall not affect the meaning or interpretation of the Purchase Order.


Any provisions of the Purchase Order prohibited by law shall be ineffective to the extent of such prohibition with invalidating the remaining provision hereof.


All invoices from Seller shall bear the following certification:
“The Supplier herein represents that the goods and/or services
covered hereby were produced in accordance with the requirements
of the Fair Labor Standards Act of 1938, as amended.”


Seller hereby warrants that all goods shall conform with the Occupational Safety and Health Act (OSHA). In the event that the goods do not conform with OSHA and Readco is penalized for such nonconformance, Seller shall indemnify Readco for all penalties, costs and expenses including interested levied against Readco.


Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgement upon the award rendered by the Arbitrator(s) may be entered in any Court having jurisdiction thereof.


The Purchase Order and any documents referred to on the face hereof constitute the entire agreement between the parties.


(a) The Seller is an Equal Opportunity Employer and hereby agrees that it will not discriminate against any employee or applicant for employment because race, color, religion, sex (including pregnancy, gender identity, and sexual orientation), national origin, age (40 or older), disability or genetic information. The Seller understands that discrimination of protected classes, is a violation of the “Equal Opportunity” clause required by Executive Order 11478 of Aug. 8, 1969, as amended and/or Executive Order 11246 dated 24 September 1965 as amended and the provisions of Part 60-2 of Title 41 of the code of Federal Regulations.

(b) The Seller certifies that it has furnished all information and reports required by Executive Order 11246 dated 24 September 1965, as amended and supplemented, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for the purposes of investigation to ascertain compliance with such rules, regulations and Orders.