Vendor Terms and Conditions

PPS Inc Purchase Order Terms and Conditions

These Terms and Conditions (“Agreement”) apply to the purchase materials for the manufacture of graphic labels and related services (e.g., design, printing, finishing, etc.) under any Purchase Order (“PO”) issued by Nfi Corp (“Buyer”) to the vendor (“Vendor”). By accepting or fulfilling this PO, the Vendor agrees to abide by the following terms and conditions.

1. Acceptance of Purchase Order

The PO issued by Buyer is an offer to purchase goods and/or services from the Vendor. The Vendor’s acknowledgment, acceptance, or performance under the PO constitutes acceptance of these Terms and Conditions. Any additional or conflicting terms proposed by the Vendor are expressly rejected unless agreed to in writing by the Buyer.

2. Pricing

The price(s) for the labels and services provided will be as stated in the PO. Prices are firm and non-negotiable unless agreed upon in writing by both parties. Any additional charges, including but not limited to setup fees, design changes, shipping or tariffs, must be specified and approved in writing by the Buyer.

3. Delivery

a. Delivery Schedule: The Vendor must deliver the goods according to the delivery schedule specified in the PO. If the Vendor anticipates a delay, they must notify the Buyer immediately in writing and specify the reason for the delay. b. Delivery Terms: Delivery shall be made in accordance with the Incoterms specified in the PO (e.g., FOB Shipping Point, FOB Destination, etc.). c. Packaging and Handling: The Vendor is responsible for properly packaging the product to prevent damage during transit. All shipments must include appropriate documentation, including the PO number, product descriptions, and quantities.

4. Inspection and Acceptance

a. Inspection: The Buyer reserves the right to inspect all goods upon delivery. The product will be inspected for quality, conformity to specifications, and accuracy. b. Rejection of Goods: If product is defective, damaged, or do not meet the specifications outlined in the PO or agreed-upon proof, the Buyer may reject the goods. The Vendor must immediately replace the goods or offer a refund. c. Acceptance: Acceptance of goods occurs only after the Buyer has inspected the product and confirmed it meets the specifications.

5. Invoices and Payment

a. Invoices must reference the PO number and include detailed descriptions of the product provided, including quantities, types, and any applicable charges (e.g., setup fees, shipping, etc.). b. Payment terms will be as stated in the PO (e.g., 30 days from the date of invoice). In the event of a dispute, the Buyer may withhold payment until the issue is resolved. c. The Buyer reserves the right to deduct any penalties or costs resulting from non-conforming or late deliveries from the total amount due.

6. Warranty

a. The Vendor warrants that all product supplied will be free from defects in material and workmanship, and will conform to the specifications outlined in the PO, including color accuracy, printing quality, and durability. b. Any defective product must be replaced by the Vendor at no additional charge to the Buyer, and the Buyer reserves the right to request a refund if defects are discovered after delivery.

7. Confidentiality

The Vendor agrees to treat all artwork, design specifications, and business information provided by the Buyer as confidential. The Vendor shall not disclose any confidential information to third parties without the Buyer’s prior written consent.

8. Indemnity and Liability

a. Indemnity: The Vendor agrees to indemnify, defend, and hold harmless the Buyer, its officers, directors, employees, and agents from any and all claims, losses, damages, liabilities, or expenses (including reasonable legal fees) arising out of or in connection with: 1. Any defects, failure to meet specifications, or breach of warranty related to the materials supplied. 2. Any claim arising from the Vendor’s negligence, willful misconduct, or failure to comply with applicable laws, regulations, or industry standards.

b. Vendor Liability for Material Changes: The Vendor assumes full liability for any changes made to the raw material components, formulations, or specifications during the manufacturing, processing, or delivery of the materials that result in any defects, failures, or issues in the final product that affect the end-user’s use or safety. The Vendor shall be solely responsible for any adverse effects on the performance, safety, or functionality of the end product, including any legal, regulatory, or consumer claims arising from the use of such modified materials.

c. End-User Impact: In the event that any change in the product material components results in an issue affecting the functionality, performance, appearance, safety, or quality of the final graphic labels, which in turn impacts the end-user or consumer’s use of the final product, the Vendor shall be fully responsible for all costs, damages, and claims associated with the product recall, product liability, or consumer complaints. This includes but is not limited to: 1. Any product recalls or corrective actions taken due to defective or substandard materials. 2. Any legal actions, claims, or liabilities arising from the end-user’s experience with the final product, including claims for personal injury, property damage, or breach of warranty.

d. Failure to Meet Specifications or Standards: The Vendor will be liable for any damage, loss, or liability resulting from raw materials that do not conform to the agreed-upon specifications or that fail to meet the quality and performance standards required for the final product. This includes instances where the materials supplied are altered in a way that impacts the functionality or safety of the final product.

9. Force Majeure

Neither party shall be liable for delays or failure to perform its obligations due to events beyond its reasonable control, including natural disasters, strikes, or governmental regulations. The affected party must notify the other party as soon as possible about such events.

10. Compliance with Laws

The Vendor agrees to comply with all applicable laws, regulations, and industry standards governing the production, labeling, and shipping of the product. This includes but is not limited to labeling requirements, safety regulations, and environmental standards.

11. Termination

a. The Buyer may terminate this Agreement or any PO at any time for convenience or in the event of the Vendor’s failure to meet specifications or delivery schedules. b. In the event of termination, the Buyer shall only pay for goods delivered and accepted prior to termination, and the Vendor shall promptly refund any unearned payments.

12. Governing Law

This Agreement shall be governed by the laws of Massachusetts, without regard to its conflict of law principles. Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in Massachusetts.

13. Miscellaneous

a. Entire Agreement: This Agreement represents the entire understanding between the parties and supersedes all prior agreements, proposals, or communications. b. Amendments: Any amendments to this Agreement must be in writing and signed by both parties. c. Assignment: The Vendor may not assign or subcontract its obligations under this Agreement without the prior written consent of the Buyer.