NORCO - Vendor Purchasing Terms and Conditions 

1. Acceptance Agreement Acknowledgement, Shipment or performance of any part of this Order will constitute acceptance by Seller of all terms and conditions hereof, including all documents incorporated herein by reference, without reservation, and shall constitute the entire agreement between the parties superseding all prior agreements relating to the subject matter hereof.  Buyer hereby specifically objects to any alteration of this Order or to any additional or different terms and conditions set forth in any communication from Seller. Seller shall include the Norco issued purchase order number on all invoices, packages, delivery slips and correspondence. In the event of any inconsistency between these general terms and conditions and those elsewhere set forth herein or any supplemental conditions attached hereto, the face or such supplemental conditions shall prevail.
2. Termination for Convenience of Buyer, Buyer reserves the right to terminate this Order or any part hereof for its sole convenience.  In the event of such termination, Seller shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work.  Seller shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed, or the sum determined by multiplying the number of completed products accepted by the Buyer by the unit price therefore as specified by the Order, prior to the notice of termination, plus actual direct costs resulting from termination.  Seller shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided.
3. Termination for Cause, Buyer may also terminate this Order or any part hereof for cause in the event of any default by the Seller, or if the Seller fails to comply with any of the terms and conditions of this offer.  Late deliveries, deliveries of products which are defective or which do not conform to this Order, and failure to provide Buyer upon request, of reasonable assurance of future performance shall all be causes allowing Buyer to terminate this Order for cause.  In the event of termination for cause, Buyer shall not be liable to Seller for any amount, and Seller shall be liable to Buyer for any and all damages sustained by reason of the default which gave rise to the termination.
4. Changes, Buyer shall have the right at any time, by written Change Order, to make any changes in this Order, including additions to and deletions from the quantities of items or services ordered or in the drawings, designs, specifications, packaging, time and place of delivery and method of transportation.  If any such change affects the delivery schedule or the amount to be paid by Buyer, Seller shall notify Buyer immediately and negotiate an adjustment.  Any exchange of information or advice between the parties shall not authorize Seller to change the items or services purchased hereunder or the provisions of the Order unless incorporated as a written Change Order in accordance with this section.
5. Proprietary Information – Confidentiality – Advertising, Seller shall consider all information furnished by Buyer 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 Buyer to do so.  This paragraph shall apply to drawings, specifications or other documents prepared by Seller for Buyer in connection with this Order.  Seller shall not advertise or publish the fact that Buyer has contracted to purchase goods or services from Seller, nor shall any information relating to the Order be disclosed without Buyers written permission.  Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Seller to Buyer shall be deemed secret or confidential and Seller shall have no rights against Buyer with respect thereto except such rights as may exist under patent laws.
6. Insurance, In the event that Seller’s obligations hereunder require or contemplate performance of services by Seller’s employees, or persons under contract to Seller, to be done on Buyer’s property, or property of Buyer’s customers, the Seller agrees that all such work shall be done as an independent contractor and that the person doing such work shall not be considered employees of the Buyer.  Seller shall maintain all necessary insurance coverage, including public liability and Workman’s Compensation insurance.  Seller shall indemnify and save harmless and defend Buyer from any and all claims or liabilities including cost of defense arising out of the work covered by this paragraph.
7. Indemnification, Seller shall defend, indemnify and hold harmless Buyer against all damages, claims or liabilities and expenses, including costs of defense, arising out of or resulting in any way from any defect in goods or services purchased hereunder, or from any acts or omissions of the Seller, its agents, employees, or subcontractors.  This indemnification shall be in addition to the warranty obligations of Seller.
8. Quality/Inspection/Testing, All product and / or services must be provided in accordance with the supplier’s approved Quality Management System.  Payment for the goods delivered hereunder shall not constitute acceptance thereof.  Buyer shall have the right to inspect such goods and reject any or all of said goods which are in Buyer’s judgment defective or nonconforming.  Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at Sellers expense and in addition to Buyers other rights.  Buyer may charge Seller all expenses of unpacking, examining, repacking and shipping such goods.  In the event Buyer receives goods with defects or nonconformities that are not apparent on examination, Buyer reserves the right to require replacement, as well as payment of damages. 
9. Assignments and Subcontracting,  No part of this Order may be assigned or subcontracted without the prior written approval of Buyer.
10. Setoff, All claims for money due or to become due from Buyer shall be subject to deduction or set off by the Buyer by reason of any counterclaim arising out of this or any other transaction with Seller.
11. Shipment, If in order to comply with the Buyer’s required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this Order, any increased transportation costs resulting there from shall be paid by Seller unless the necessity for such rerouting or expedited handling has been caused by Buyer.
12. Waiver, The failure of the Buyer to enforce at any time any of the provisions of the Order, or to exercise any election or option provided herein, or to require at any time performance by the Seller of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of the agreement or any part thereof, or of the right of the Buyer thereafter to enforce each and every such provision.
13. Warranty / Specifications, Seller expressly warrants that all of the materials and goods covered by this Order or other description or specification furnished by Buyer shall, unless otherwise specified hereon, be new and in exact accordance with such order, description or specification; free from defects in material and / or workmanship and merchantable; and conform to any warranties that arise by implication, by law, or by the conduct of the parties.  Seller shall submit to Buyer in writing any operational or shelf- life limitations of any item or any portion of any item delivered under this Order.  The minimal acceptable remaining shelf-life is seventy five percent at time of delivery.  Such warranties shall survive delivery and shall not be deemed waived either by reason of Buyer’s acceptance of said materials or goods, or by payment for them.  Any deviations from this Order or specifications furnished hereunder, or any disclaimers, exclusions, or modification of warranties, express or implied, shall not be a part of this contract unless specifically agreed to in writing by Buyer.
14. Price Warranty, Seller warrants that the prices for the goods sold to the Buyer hereunder are as favorable as those currently extended to any other customer for the same or similar articles in similar quantities.  In the event Seller reduces the price for such articles during the term of this Order, Seller agrees to reduce prices hereof correspondingly and retroactive to the date when such reduced prices were first offered.  Seller warrants that prices shown on this Order shall be complete and no additional charges of any type shall be added without Buyer’s express written consent.  Such additional charges include, but are not limited to shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, crating.
15. Force Majeure, Neither party shall be liable for delay in its performance of obligations and responsibilities under this Order due to fire, flood, natural disaster, national emergency, war, acts of God, or any other cause beyond the reasonable control of the parties that prevent the Seller from delivering or the Buyer from receiving any of the goods and services.  Buyer may require deliveries to be made upon cessation of such force majeure event, subject, however, to Buyer’s right of cancellation in whole or in part.
16. Patents / Royalties / Encumbrances, All goods supplied must be free from claims of others with respect to royalties, patent rights, liens or other encumbrances or charges.  Seller agrees to indemnify and hold harmless the Buyer against all claims, demands, costs and actions for actual or alleged infringements of patent rights in the use, sale or resale of said products.
17. Governing Law, This agreement shall be interpreted and governed by the laws of the state of Idaho and the venue of any dispute arising hereunder shall be Boise, Idaho.
18. Governmental Compliance, As part of Norco’s commitment to the provisions under Executive Order 11246, this contractor and subcontractor shall abide by the requirements of 41 CFR 60–1.4(a), 60–300.5(a) and 60–741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin, or for inquiring about, discussing, or disclosing information about compensation. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.