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NORTH AMERICA PO No/So PO/Date:4544554086/08/20/2013 Page 3/4 Purchase Order Terms & Conditions EQUIPMENT,MACHINERY,APPARATUS AND/OR MATERIALS 1.Seller shall deliver the items of equipment,machinery,apparatus and/or materials described on the face of this Purchase Order(hereinafter"Equipment"),and shall provide any i�stallation or related services specified on the face hereof,all at the price(s)and within the time periods stated and in accordance with the terms and conditians of the Agreement(as defined below). 2.The agreement("Agreement")betwee�the Nestl�entity identified on the face of this Purchase Order("Buyer")and Seller is comprised of these Terms and Conditions of Purchase of Equipment,Machinery,Appazatus and/or Materials("Terms and Conditions of Purchase"),the terms and conditions appearing on the face of this Purchase Order,Buyer's Equipment Specification referenced on the face of this Purchase Order("Buyer's Specification")and any other supplemental documents referenced on the face of this Purchase Order,Buyer's Specification,and these Terms and Conditions of Purchase.Seller accepts and will be bound by the terms of the Agreement when it commences performance hereunder or accepts any payment from Buyer on this order. This orderthe Agreement. The Agreement expressly limits acceptance to the terms stated herein,and any additional or different tertns proposed by Seller are rejected unless expressly assented to in writing by Buyer. Any reference to Seller's Quotation or Proposal on the face hereofshall not be deemed to incorporate any pre-printed form"provisions contained in Seller's Quotation or Proposal,or any other provisions contained in Seller's Quotation or Proposal which are inconsistent or in conflict with any provision set forth in this Terms and Conditions of Purchase or any Buyer's Specification,which pre-printed,inconsistent or conflicting provisions of Seller's Quotation or Proposal are hereby excluded. and not deemed a part of the Agreement. In the event of a conflict or inconsistency between the Buyer's Specification and these Temis and Conditions of Purchase,these Terms and Conditions of Purchase shall control. 3.7'he prices set forth or referenced on the face of this Purchase Order shall include all chazges for production,packing and loading,and any other chazges set forth on the face hereo£ Buyer may withhold payment to offset amounts to which it is endtled under the Agreement. 4.Seller expressly warrants that the Equipment will conform to the specifications,performance standards and description set forth in the Agreement;will be free from defects in design,materials and workmanship;and will be of the qualiry specified.If the Fquipment fails to comply with the warranties contained in this paragraph during the first twelve(12)months after successful completion of"Final Acceptance Testing"(as that term is defined below),or for such longer period as may be specified in the Agreement.Seller shall,at its expense and prompNy after its receipt of notice from Buyer of such non-conformiry, exercise its best efforts to remedy suc6 non-conformity If Seller fails to remedy such nonconformiry within a reasonable period of time under all the circumstances(but not, in any event,more than thirty(30)days)after being notified by Buyer of such non-conformity,Buyer shall have the right(but not the obligation)to itself attempt to remedy such non-conformity,or engage a third party to remedy such non-conformity,in which event Seller shall promptly reimburse Buyer for all costs incursed by Buyer in attempting to correct such defect.If,despite the efforts of Seller(or,as referenced above,Buyer),to remedy the nonconformity,the nonconformity cannot be fully corrected,Buyer may,in addition to any other remedies available to it,keep the Equipment and receive from Seller an equitable adjustment to the purchase price.The warranry period referenced in this paragraph shall be extended,on a day for day basis,by the period of time during which the Equipment is non-conforming or is othenvise not perfortning in accordance with this warranty,notwithstanding that either Seller or Buyer is attempting to remedy such non-confomuty during such period. For purposes of the Agreement,Buyer shall not be deemed to have accepted the Equipment until the Equipment has successfully completed Final Acceptance Testing. Acceptance of or payment for the Equipment shall not be deemed to waive any warranties contained herein. 5.In addition to any other warranties provided to Buyer in the Agreement,Seller represents and warrants that(i)the Equipment will comply with all applicable federal,state or locallaws and regulations or safery guidelines,(ii)the Equipment,or Buyer's use thereof,will not infringe upon any right of patent,copyright, trademark,trade secret or other proprietary right of any third party,and(iii)in the performance of its obligations hereunder,it shall comply with all applicable non-discrimination/affirmative actio�obligations set forth in Public Law 95-507,and in the Equal Opportunity Clauses contained in Section 202 of Executive Order 11246,as amended by Executive Order 11375,and in the implementing regulations contained in 41 CFR 60-1 4(a)(Equal Employment Opportunity),41 CFR 60-741.5(a)(Disabled Workers),and 41 CFR 60-250.5(a)(Disabled and Covered Veterans);as well as the employee notice found at 29 CFR Part 471, Appendix A to Subpart A,all of which aze incorporated herein by reference. 6.If required pursuant to Buyer's Specification,Buyer and Seller shall,by the date set forth in Buyer's Specification,conduct a pre-shipment factory acceptance test("FAT")at Seller's production faciliry(unless an alternate location is specified in Buyer's Specification). Such FAT shall be conducted in accordance with the protceol set forth in Buyer's Specification. If,during or as a result of such FAT,the Equipment is unable to meet the performance requirements set forth in Buyer's Specification,Seller shall,at its sole expense and prior to shipment of the Equipment,promptly make any modifications and,coaections to the Equipment necessary to enabie the Equipment to successfully pass the FAT If Seller fails or is unable to correct the Equipment so that it is able to successfully pass FAT by the shipment date specified in the Agreement,Buyer may,in addition to any other remedies available to it,cancel the Agreement and receive a refund of all amounts paid to Seller as of the date of cancellation. 7 Time is of the essence in the Agreement. 8.The Agreement may only be modified,supplemented or amended,or any of its tem�s waived by mutual agreement of the parties in writing.The parties acknowledge and agree that there are no collateral oral agreements between them with respect to the subject matter of the Agreement. 9 Buyer shall have the right to temiinate the Agreement by providing written notice of termination to Seller,in the event Seller breaches any term or condition herein and fails to cure such breach within fifteen(15)days of its receipt from Buyer of notice of such breach. ]0 Buyer,its agents and conhactors,shall have the irrevocable,unrestricted right to use,in connection with Buyer's use,operation,maintenance,repair or modification of the Equipment,all specifications,drawings,work-in-progress or other materials made available to Buyer by Seller in connection with the Agreement. ll If Seller,as part of the Agreement,is responsible for installing the Equipment at Buyer's faciliry,then(unless the parties enter into a separate agreement covering Seller's installation of the Equipment Seller shall comply with the"Supplemental Terms and Conditions for Installation of Fquipment,"which are incorporated into and made part of the Agreement. 12.Seller shall indemnify,defend and hold Buyer harmless from and against any and all claims,demands,losses,liabilities and expenses(including reasonable attorneys fees)arising from or in connection with any negligent act or omission of Seller,its employees,representatives or agents or Seller's breach of any representation,warranry,obligation or covenant made or assumed by Seller in the Agreement. ]3 Seller shall maintain Commercial General Liability insurance("CGL"),including Products&Completed Operations Liability,Broad Form Property Damage,Operating Liability,and Contractual liability,with a limit of not less than$S,OOQ000 per occurrence.If Seller,as pan of the Agreement,is responsible for designing and/or engineering the Equipment,Seller will additionally procure and maintain a policy of professional liability or"errors and omissions" insurance with limits of not less than$1,000,000,to protect itself from claims arising out of the performance of the Agreeme�t and caused by any error,omission or negligent act for which Seller is legally liable. Such insurance will be with a company(ies)acceptable to Buyer,shall,with respect to the CGL policy,name Buyer as an additional insured and shall provide that a 30 day prior written notice ofcancellation or material change in the policy will be given to Buyer. With respect to Sel ler's negligence,this coverage shall be primary and non-contributory with any insurance coverage Buyer may have. Seller shall provide to Buye�a certificate evidencing the above required coverages promptly upon Buyers request. 14 Any assignment,subcontracting or delegation by Seller of any obligation or responsibiliry of Seller set forth in the Agreement,in whole or in part,without Buyer's prior written consent,shall be null and void. 15 Seller shall not advertise or publish the fact that Buyer has contracted to purchase the Equipment from Seller and shall not disclose to any third party or use for any purpose other than in connection with the performance of its obligations hereunder any confidential or proprietary information of Buyer,including information regazding Buyer's operations,business,sales,orproducts.