Reliance Worldwide Corporation (Aust.) Pty Ltd  (“Purchaser”) Purchases Terms and Conditions

1. Acceptance – This Purchase Order issued by Reliance Worldwide Corporation (“Purchaser”) constitutes the entire agreement between the parties relating to the products or services specified herein and all negotiations, understandings and agreements prior to the date of this Purchase Order are merged herein and superseded hereby. Written acknowledgement of or performance by shipment or otherwise against this Purchase Order by the Vendor constitutes formal acceptance of the terms and conditions of this Purchase Order. Any additional or conflicting terms and conditions stated by Vendor in accepting or acknowledging this order shall not be binding and are expressly rejected.

2. Changes – Purchaser may make changes to the Purchase Order, including but not limited to the quantities of items ordered, the time or place of delivery, the method of shipment, the drawings or specifications for the products or the scope of work. Should any such change affect the pricing set forth herein, Vendor shall promptly notify Purchaser before proceeding and receive Purchaser’s agreement thereto. No modification or amendment to this Purchase Order shall be effective unless in a written change order signed by Purchaser and acknowledged by Vendor. Purchaser shall not be obligated to pay or in any other way be responsible for any products or services furnished without a written Purchase Order from Purchaser.

3. Delivery – Time is of the essence with respect to this Purchase Order. No acts of Purchaser, including without limitation, changes to the Purchase Order or acceptance of late deliveries or acceptance of late performance of the scope of work, shall constitute a waiver of this provision. Should Vendor anticipate a delay, it shall notify Purchaser in writing of the anticipated delay and the cause thereof. If requested by Purchaser, Vendor shall cooperate with Purchaser in expediting shipping methods or escalating the performance of the scope of work at Vendor’s expense to avoid delay. The Vendor shall bear all risk of loss or damage and otherwise be responsible for all products until they are delivered at the point of delivery specified in this Purchase Order. Purchaser reserves the right to refuse or return at Vendor’s risk and expense, shipments made in excess of Purchaser’s Purchase Order or received more than seven (7) days prior to the date specified or at Purchaser’s discretion, Purchaser may defer payment until the scheduled delivery date.

4. Inspection – Any products or services provided to Purchaser under this Purchase Order shall be subject to inspection by Purchaser at any time prior, during or after use in manufacture by Purchaser. Notwithstanding any inspection, passage of title or any payments hereunder, all products and services shall be subject to final inspection and acceptance by Purchaser.

5. Cancellation or Termination – If the Vendor fails to perform any of its obligations under this Purchase Order, Purchaser will notify Vendor of such default, and Purchaser may terminate this Purchase Order, without penalty, if such default is not cured by Vendor within ten (10) days of its receipt of written notice from Purchaser. Purchaser may also terminate this Purchase Order at any time upon notice and without penalty or liability in the event Vendor is insolvent or a voluntary petition has been filed to declare the Vendor bankrupt, a Receiver or Trustee has been appointed for Vendor, Vendor has executed an assignment for the benefit of Creditors, or Vendor is in breach of Section 10, Compliance with Laws. Termination pursuant to this section shall be without prejudice to any other rights or remedies available to Purchaser at law or in equity. Purchaser may also cancel this Purchase Order in whole or in part for convenience. In the event Purchaser cancels for convenience, Purchaser shall pay Vendor for those products delivered or services performed and accepted by Purchaser prior to cancellation. In no event shall Purchaser be liable for lost profits, direct or indirect, incidental or consequential costs or damages.

6. Warranty – Vendor warrants the products supplied or services performed under this Purchase Order to be free of defects in design, workmanship and materials and to strictly conform with specifications, drawings and samples in all respects and warrants that the products or services will perform in accordance with the specifications set forth in this Purchase Order. Vendor warrants that it will perform all services in a professional, workmanlike manner that is consistent with or exceeds industry standards for such services. This warranty is in addition to any other express, statutory or implied warranties under applicable law. All warranties shall survive delivery, performance, acceptance or payment. Vendor expressly extends this warranty to Purchaser, its successor(s), assigns, and its customers or users of the products. Vendor acknowledges that, notwithstanding any drawings, specifications or other express descriptions of products set forth in this Purchase Order, Purchaser is relying upon Vendor’s skill and judgment to furnish suitable material or skilled workers for the purposes described herein.

7. Confidential Information – Any specifications, drawings, technical information or data furnished to Vendor hereunder shall remain the sole and exclusive property of Purchaser, shall be kept confidential by Vendor, shall be used by Vendor only to fulfill Vendor’s obligations to Purchaser under this Purchase Order or as expressly authorized in writing by Purchaser, and shall be returned to Purchaser upon request.

8. Intellectual Property – Vendor shall defend any claim, suit, action or proceeding brought against Purchaser or its customers based upon a claim that the products, services or any part thereof infringe upon any patent, trademark or copyright or misappropriate any trade secret, and Vendor shall pay all costs and expenses of investigation, defense and/or settlement or judgment (including, without limitation, all damages and costs awarded therein) of any such claim, suit, action or proceeding. In the event of a claim of infringement, or misappropriation, Purchaser will notify Vendor and provide assistance (at Vendor’s expense) with defending such claims. Additionally, Purchaser may cancel any or all of the unfilled portion of this Purchase Order and may return to Vendor for full credit any unused products which have been delivered to Purchaser. All products or any parts thereof and all work product resulting from services provided that are first created by Vendor pursuant to this Purchase Order shall be works-made-for-hire for Vendor and to the extent that such products or work product is not deemed works-for-hire, Vendor hereby assigns all right, title and interest in all such products or parts thereof or work product to Purchaser and agrees to cooperate with Purchaser and execute such documents as may be reasonably requested to record, secure and perfect such assignment.

9. Indemnity and Insurance – Vendor agrees to indemnify and hold harmless Purchaser and its officers, directors, employees and agents from and against all demands, claims, suits, costs, expenses or liability (including, without limitation, attorney’s fees) attributable to any bodily injury, personal injury, sickness, disease or death, or to damage or destruction of property (including loss of the use thereof), caused in whole or in part by, arising out of or resulting from:

1. any negligence of Vendor in performing this Purchase Order;
2. any defect or alleged defect in materials or products supplied pursuant to this Purchase Order;
3. any act or omission by Vendor in the performance of its obligations under this Purchase Order, or
4. any failure of Vendor to perform any obligation under this Purchase Order.

Vendor shall maintain appropriate and sufficient General Liability, Property Damage, Product Liability and Employer’s Liability Insurance (copies of Certificates of Currency of these Insurance policies are to be provided without delay by Vendor upon request by Purchaser) as will protect Vendor and Purchaser from risk associated with the performance of this Purchase Order and the fulfillment of these indemnification obligations.

The obligations in this paragraph shall survive cancellation, termination or fulfillment and acceptance of this Purchase Order with respect to the products or services furnished hereunder.

10. Compliance with Laws – In accepting the terms and conditions under this Purchase Order, the Vendor also represents and warrants to Purchaser that it does, and will fully comply with all applicable federal, state, local and governmental agency laws, ordinances, rules and regulations including but not limited to those of the U.S., UK, Australia, or any other applicable country as the case may be in the manufacture, sale, shipment and storage of the products and services covered under this Purchase Order. Without limiting the foregoing general obligation, Vendor certifies by acceptance hereof that it has and will comply specifically with the following, each as amended and all rules, regulations and standards issued thereunder: (a) The “Fair Labor Standards Act” of 1938; (b) The “Robinson-Patman Act” of 1936; (c) The “Public Contracts (Walsh-Healy) Act” of 1936; (d) The Federal Occupational Safety and Health Act of 1970; (e) The Consumer Product Safety Act of 1972; (f) U.S. Foreign Corrupt Practices Act of 1977; (g) The Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 1502 and related Securities and Exchange Commission (SEC) rules (Conflict Minerals Law); and (h) California Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65).

Vendor shall also comply with all applicable international and national export laws that apply to the products or services specified under the Purchase Order, including those administered by OFAC, the U.S. State Department, the UN Security Council, the U.S. Department of Commerce, the EU or any other relevant sanctions authority, including but not limited to the U.S. Bureau of Industry and Security Entity List, OFAC’s Specially Designated Nationals and Blocked Persons List (“SDN List”) and the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the U.S. and other governments.  Vendor shall promptly furnish Purchaser all documentation, including but not limited to, certificates of origin (manufacturer’s certificate) specifying origin of products for each item purchased by Purchaser from Supplier/Vendor under this Purchase Order, or end-user statements from Vendor or Vendor’s government, which are reasonable and necessary to support Purchaser’s application for any applicable U.S. import or export authorizations.

Vendor agrees that it must not, and must procure that any other persons who perform services or supply products for or on behalf of it in connection with this Purchase Order will not engage in any practice or omit to do any act or thing that amounts to forced labour or human rights’ abuse as set forth in the United Nations Global Compact (Principles 1 & 2), the United Nations Declaration of Human Rights, the International Labor Organizations (ILO) Declaration on Fundamental Principles and Rights at Work, the California Transparency in Supply Chains Act of 2010, the Modern Slavery Acts of Australia and the UK, and all other applicable statutory requirements.  This includes but is but not limited to activities such as child labour, debt bondage, forced marriage, and human trafficking.

Vendor agrees to indemnify, defend and hold harmless Purchaser against any claims, losses, damages, fines, costs and expenses suffered or incurred by Purchaser as a result of any violation of or non-compliance with such laws, rules, regulations and standards, agrees to furnish Purchaser any and all information regarding compliance therewith, and immediately will notify Purchaser as soon as it becomes aware of a breach or a possible breach of this clause.

11. Assignment – Vendor shall not assign or transfer its rights, or delegate or subcontract its obligations in whole or in part, without the prior written consent of Purchaser. Any attempted assignment or delegation without Purchaser’s written consent shall be void and shall constitute a material breach of this Purchase Order.

12. Governing Law – This Purchase Order shall be governed by and construed in accordance with the laws of Victoria and agrees that any legal action, suit, or other proceeding brought by it in any way arising out of this Purchase Order must be brought solely and exclusively in the courts located in or encompassing Victoria.

13. Independent Contractor – Vendor shall be deemed to be an independent contractor in the performance of this Purchase Order and shall not be deemed to be an agent, servant, joint venturer, or partner of Purchaser or any of its affiliates. All persons furnished, used, retained, or hired by or on behalf of Vendor shall be considered to be solely the employees or subcontractors or consultants of Vendor, and Vendor at all times shall maintain such supervision and control over its employees as is necessary to preserve its independent contractor status. Vendor shall be responsible for payment of any and all unemployment, social security, withholding, and other payroll taxes for its employees, as applicable, including any related assessments or contributions required by law.

14. Anti-Bribery – Purchaser is committed to instilling a strong anti-corruption culture and to upholding all laws relevant to countering bribery and corruption, including, but not limited to the U.S. Foreign Corrupt Practices Act of 1977, UK Bribery Act, and Australia’s Criminal Code. Vendor to ensure the obligations within the Purchaser Anti-Bribery Policy are met. Without limiting the foregoing, Vendor shall: (a) comply with all applicable legislation relating to bribery or corruption in the U.S., UK, Australia, and any other relevant jurisdictions; (b) ensure that it has in place adequate procedures to prevent bribery; (c) ensure that all of Vendor’s personnel, all others associated with Vendor and all of Vendor’s subcontractors involved in performing this Purchase Order so comply; (d) immediately notify Purchaser as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause. Purchaser may terminate this Purchase Order immediately by giving written notice if Vendor is in breach of this Clause 14.