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PURCHASE ORDER SHIP TO PO # REV # PAGE SAVE -A- LOT -05200 312964 0 2 of 2 7320 Gall Blvd. Zephyrhills,FL 33541 THIS PURCHASE ORDER NO. MUST APPEAR ON United States ALL INVOICES, PACKING LISTS, CARTONS & y ( f CORRESPONDENCE RELATED TO THIS ORDER 1 J / SUPPLIER g BILL TO 5 -STAR REFRIGERATION & AIR SAVE-A-LOT, LTD CONDITIONING INC Attn: Construction 100 Corporate Office Drive WEEK! WACHEE, FL 34613 Earth City , MO 63045 United States SUPERVALU PURCHASE ORDER ADDITIONAL TERMS AND CONDITIONS 1 Supplier, by accepting this Purchase Order ( "PO ") or by shipping or sending the described goods to SUPERVALU, agrees to all terms and conditions herein and guarantees that all goods or services furnished under this PO ( "Goods ") shall comply with the requirements of the Fair Labor Standards Act of 1938, as amended. 2 Supplier warrants that (i) the Goods are free from infringement of any patent, trademark, or trade name and are not in violation of any law, (ii) Supplier has good title to the Goods sold hereunder and guarantees that said title is and shall remain free and clear of any and all liens, mortgages, financing statement, and encumbrances of whatsoever nature, (iii) all services shall be performed in a good workmanlike manner. To the extent services may disturb existing building materials known or presumed to contain asbestos, Supplier shall conduct the services in accordance with all applicable federal, state, and local environmental and safety laws, (iv) all Goods delivered hereunder are free from defects in design, material and workmanship, (v) the Goods conform to applicable specification, drawings, samples or other description referenced in the Description of Goods and /or Services herein, and (vi) the Goods will be merchantable and suitable for the purposes intended. The foregoing warranties are in addition to all other warranties provided by law or provided by custom in the industry or given by Supplier. 3 Supplier hereby indemnifies, defends and holds harmless SUPERVALU, its affiliates, directors, associates, agents and representatives from and against any and all claims, actions, fines, penalties, liabilities, damages, injuries, costs and expenses (including, without limitation, costs and expenses for investigation and litigation and reasonable attorneys' fees) which arise out of or in connection with Supplier or any of its employees', agents', subcontractors', or independent contractors' breach of any covenants, warranties or representations made herein. 4 Supplier shall inspect all Goods prior to shipment to SUPERVALU and shall retain, and make available to SUPERVALU upon request, all inspection records relating to the Goods. Notwithstanding any prior inspection or payments, all Goods will be subject to final inspection at the destination set forth in the PO. Should SUPERVALU determine that the Goods are non - conforming or defective, SUPERVALU may, at its election, (i) cancel this PO, (ii) accept such Goods with an agreed -upon reduction in price, or (iii) return the Goods and require replacement or credit. Should Supplier fail to deliver replacements for such non - conforming or defective Goods promptly, SUPERVALU may cover and charge Supplier costs occasioned thereby. 5 F.O.B. point shall be SUPERVALU's location unless otherwise stated in the Description of Goods and /or Services of this PO. Notwithstanding any prior inspection and the F.O.B. point, Supplier will bear all risk of loss, damage or destruction of the ordered Goods until final inspection and acceptance of the Goods by SUPERVALU. Supplier will bear the same risk with respect to any Goods rejected by SUPERVALU. Title to, and sale of, the Goods described hereunder passes to SUPERVALU upon shipment, but all risks of loss are on Supplier as provided herein. 6 Without prior written consent by SUPERVALU, Supplier shall neither disclose to any person outside its employ or financing companies, nor use for purposes other than performance of this PO, any information pertaining to the existence or terms of this PO, including but not limited to SUPERVALU's drawing, blue prints, descriptions or specifications or specifications which are a part of this PO. Upon termination of the PO, Supplier, at SUPERVALU's request, shall return to SUPERVALU all written materials delivered to Supplier or generated by Supplier pursuant to the performance of this PO. 7 The failure of SUPERVALU to enforce, at any time, any provision of this PO, to exercise any election or option provided herein, or to require at any time the performance by Supplier of the provisions herein will not in any way, be construed to be a waiver of such provisions. 8 Neither party may assign or transfer this PO without the written consent of the other. In the event a lower price for any item becomes effective prior to the Delivery Date, the price for such item set forth herein shall be automatically amended to such lower price. 9 Time is of the essence in this transaction. SUPERVALU reserves the right to cancel this PO if shipment of all Goods is not received by the Delivery Date, or if no Delivery Date is indicated, if not timely received, or in the case of services to be performed, at any time. Supplier will notify SUPERVALU of any delays or threats of delay in the timely delivery or performance of Goods. SUPERVALU may revoke any acceptance of the Goods for defect or nonconformity within a reasonable time. If Supplier becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of creditors or has a trustee appointed to take possession of Supplier's property or business, this PO and /or any related PO may be cancelled, without liability, at SUPERVALU's option. 10 All items must be shipped freight prepaid and freight charges, if any, added on invoice. A copy of the original paid freight bill must be attached to invoice for all freight charges so added. 11 Supplier shall issue a separate invoice for each Ship To location on a PO showing all charges for items plus freight and applicable taxes. 12 This transaction shall be governed by the Idaho Uniform Commercial Code in effect on the PO Date. Identification of the Goods related to this PO or any subsequently issued PO shall occur at the moment Supplier ships or sends the Goods. 13 This PO shall govern in the event of any inconsistency between the provisions of this PO and any additional terms not covered in this PO but contained in any service report order, work order, invoice, shrink -wrap agreement, or click -wrap agreement. 14 SUPERVALU is providing procurement services to Bristol Farms pursuant to Services Agreements. Purchase orders issued by SUPERVALU for goods and services for Bristol Farms are issued as a service by SUPERVALU pursuant to the Services Agreements.