Standard Terms and Conditions for Vendors

ACCEPTANCE

Vendor accepts the following Terms and Conditions which are applicable to all purchase orders.

AGREEMENT

A purchase order and any documents referred to on the face thereof constitute the entire agreement between the vendor and the Company.

If any term or provision of the Terms and Conditions for Vendors is found invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term of this Order or invalidate or render unenforceable such term in any other jurisdiction

All matters arising out of or relating to an Energy Products Inc., Purchase Order shall be governed by and construed in accordance with the laws of the State of Michigan and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the State of Michigan.

PRICES AND TERMS OF PAYMENT:

A valid Energy Products Purchase Order number is required prior to delivery; only the Energy Products Purchasing Department is authorized to issue purchase orders.

All Vendor’s invoices and monthly statements must reference a valid Energy Products purchase order number.

The prices and terms stated on the Energy Products Purchase order and stated herein apply to all shipments and Energy Products has no obligation to honor invoices for any increased price or charges of any kind not specifically listed on the Purchase Order unless the increased price is confirmed in writing by Energy Products to the Vendor.

All payments are made conditional upon acceptance by Energy Products of the goods or services called for under the Purchase Order and shall be subject to adjustment for failure of SELLER to meet the requirements of this Contract including but not limited to packaging that fails to protect product shipped by Seller.

DELIVERY

Vendor must fulfill delivery requirements stated in Purchase Order unless a delay in delivery or acceptance is due to factors beyond the vendor’s control and Vendor must notify Energy Products of any such delays.

Freight terms must be as listed on Energy Products Purchase Order; should a vendor contract a more expensive shipping method to meet a required delivery date, the vendor will pay for the increased shipping expense.

Unless otherwise specified in the Purchase Order, risk of loss of the Goods remains with Seller and title will not pass to Buyer until the Goods are delivered to and accepted by Buyer at the Delivery Location.

INSPECTION OF GOODS

Energy Products reserves the right to reject any products or goods shipped by Vendor that it deems non-conforming, defective, stale, unsafe, unfit or in any other way unsuitable for its purpose and reserves the right to require replacement of rejected products or goods as well as payment of damages. Rejected products or goods and quantities in excess of the specifications will be returned at vendor’s expense.

CHANGES AND CANCELLATION

Energy Products reserves the right to make changes in specifications, packaging, and delivery schedules and to adjust any changes in cost accordingly.

Energy Products may cancel a purchase order with written notice, with or without cause and without prejudice to any other remedy we may have.

INDEMNIFICATION

Vendor holds Energy Products Inc., harmless with respect to any claim or lawsuit brought against the company or any of its affiliates for alleged patent, trademark, or copyright infringement related to the products or goods in subject to a purchase order and Vendor will defend any claim or lawsuit and will pay any damages finally awarded against Energy Products Inc., or any of its affiliates as a result of such claim or lawsuit.

Seller shall defend, indemnify, and hold Energy Products Inc., successors or assigns and its respective directors, officers, shareholders, and employees (collectively, “Indemnitees”) harmless against any and all loss, injury, death, damage, liability, claim, action, judgment, interest, penalty, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder (collectively, “Losses”) arising out of or occurring in connection with Seller’s performance of its obligations or Seller’s negligence, willful misconduct or breach of the Terms of this Order

CONFIDENTIALITY

All information Energy Products Inc., provides to the vendor is confidential and Vendor may not advertise or publicize the relationship created by a purchase order without Energy Products Inc., written consent.

VENDOR WARRANTIES

Vendor warrants that all products furnished in fulfillment of a purchase order are suitable, safe, and fit for their purpose.

Vendor warrants that the prices for all items sold to Energy Products Inc., are not less favorable than the price paid by any of its other customers.

Vendor must provide Material Safety Data Sheets (MSDS) for products as required by law.

Vendor will comply with all applicable federal, state, and local laws, rules, regulations, and ordinances and will hold Energy Products Inc., harmless from any liability resulting from vendor’s failure to do so.