These Terms and Conditions of Purchase Order apply to the companies operating as Backer EHP Inc., Backer Springfield, Wiegand of Nuevo Laredo, MX,, Springfield Wire of Nuevo Laredo, MX, and Evapoway. Other Backer North America company Terms and Conditions may vary. Please consult the Terms and Conditions pages of the respective company's website for more details.
1. Acceptance; Entire Agreement: This Purchase Order constitutes Buyer’s offer to purchase from Seller. BUYER EXPRESSLY OBJECTS TO AND EXPRESSLY REJECTS ANY PROVISIONS ADDITIONAL TO OR DIFFERENT THAN THE TERMS HEREOF THAT
MAY APPEAR IN SELLER’S QUOTATION, ACKNOWLEDGMENT, CONFIRMATION, INVOICE OR IN ANY OTHER PRIOR OR LATER COMMUNICATION FROM SELLER TO BUYER UNLESS SUCH PROVISION IS EXPRESSLY AGREED TO BY BUYER IN A WRITING SIGNED BY BUYER. This Purchase Order shall supersede all prior negotiations, discussions, and dealings and shall constitute the entire agreement between Buyer and Seller. No change, modification, rescission, discharge, abandonment, or waiver of these terms and
conditions shall be binding upon Buyer unless made in writing and signed on its behalf by a duly authorized representative of Buyer and specifically references this Purchase Order. No conditions, custom, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the party to be bound. Mistakes in prices, discounts, specifications, delivery schedules or other terms and any noticeable discrepancies in quantities or sizes are to be reported immediately by Seller to Buyer and Seller shall immediately remedy such mistakes by refunding incorrect charges to Buyer or correcting such other
discrepancies, unless otherwise directed by Buyer
2. Delivery; Inspection; Rejected Products: Time is of the essence. If a delivery is not expected to be made on-time, Seller will notify Buyer and will take all reasonable steps at Seller’s own cost to expedite delivery; provided, however, Buyer reserves the right, without liability, in addition to its other rights and remedies, to cancel this Purchase Order by notice to Seller and arrange for completion and/or purchase of substitute items elsewhere and to charge Seller with any loss or additional costs incurred. For all shipments (domestic or international), Seller will own the Products from its manufacturing facility to Buyer’s named place of delivery and title shall not pass and delivery shall not be deemed to occur until Buyer has received the Products at Buyer’s
named place of delivery. All risk of loss during carriage/transportation shall be the responsibility of Seller, and the Products will be considered delivered only upon receipt at Buyer’s named place of delivery in conformance with the terms and conditions of this Purchase Order. Buyer has no obligation to obtain insurance while the Product is in transit from Seller’s facility to Buyer’s
named place of delivery. Seller will use Buyer’s preferred carrier for transporting the Products from Seller’s facility to Buyer’s named place of delivery. Domestic shipments will be freight collect unless otherwise agreed to by Buyer’s corporate logistics department. For international shipments, Seller shall make the Products available for export fully cleared from customs and
shall arrange for delivery of the Products to the consolidating hub or to Buyer’s specified carrier’s container yard at the port of shipment. Seller shall obtain all necessary export licenses and authorizations, and shall assume responsibility for all fees and costs associated therewith and with getting the Products ready for loading, including but not limited to export customs clearance
and associated documentation fees. Seller shall be responsible for the costs of checking operations, packaging and appropriate marking which are necessary for the purpose of delivering the Products and shall also be responsible for loading of the Products at Seller’s dock. Seller shall provide, at Seller’s cost, the delivery order and/or usual transport document required for Buyer to take delivery of the Products. Seller shall give Buyer sufficient notice of the dispatch of the Products and any other notice necessary to take delivery of the Products. Buyer shall pay for the costs of pre-shipment inspection except when such inspections are required by the country of export. Buyer shall obtain all necessary import licenses and authorizations and shall assume responsibility for all fees and costs associated with import customs formalities, including but not limited to import clearance, duties and administrative costs. With the exception of fees and costs associated with (i) obtaining all necessary export licenses and authorizations, (ii) getting Products ready for loading, (iii) checking operations, packaging and appropriate marking of the Products and (iv) loading of Products at Seller’s dock, Buyer is responsible for all costs for carriage/transportation from Seller's facility to Buyer’s named place of delivery. At Buyer’s option and request, Seller will prepay the carriage/transportation costs from Seller’s facility to port of export and add such costs to Buyer’s invoice. Otherwise, all carriage/transportation costs
from Seller’s facility to Buyer’s named place of delivery are freight collect. Notwithstanding the foregoing, Seller is responsible for any costs, fees, expenses or penalties incurred as a result of Seller’s failure to hire a Buyer approved carrier without Buyer’s prior written consent or to otherwise follow Buyer’s instructions. In all forms of documentation and communication including printed and electronic forms, these terms shall be referred to as “BKR2011”. Seller shall provide commercial invoice to Buyer upon delivery of the Products to the final destination, at which time the terms of payment will begin to run. Buyer will pay for the Products as provided in the terms and conditions of this Purchase Order. Seller shall obtain Buyer’s prior written approval for partial shipments prior to shipment. All materials shall be suitably packed, marked, loaded and shipped in accordance with the requirements of common carriers. Damage to any material not so packed will be charged to Seller. No charge shall be made by Seller for packing, boxing, drayage, loading or storage unless otherwise stated herein. Products rejected and returned shall not be replaced by Seller without the prior written authorization of Buyer. The Products shall be subject to inspection and testing by Buyer before and after receipt. Any Product furnished and the time and manner of delivery thereof must comply precisely with the terms of this Purchase Order. Any failure to so conform constitutes a substantial impairment of the value of the whole order and shall entitle Buyer, at its sole option, to cancel all or any part of this Purchase Order and to return to Seller any Products previously delivered to Buyer, without right in Seller to cure such failure and Seller shall pay all transportation charges for the delivery to Buyer and any return to Seller and Buyer, at its sole discretion, may obtain replacement Products
from another supplier. Should the cost of such replacement Products exceed the agreed upon price for such Products between Buyer and Seller, Seller shall reimburse Buyer for the additional cost or Buyer will off-set such costs against amounts owed to Seller. Products or equipment rejected or not purchased by Buyer which utilize or carry any logo, insignia, name, trade name,
trademark, tradedress, symbol, decorative sign, evidence of inspection or other related markings of Buyer or any of its related entities shall have the same removed, not obliterated, prior to any sale, use or disposition, if such sale or disposition is permitted by Buyer.
3. Discounts; Taxes: Any cash discount normally provided by Seller to any buyer shall apply to the Products. Unless otherwise provided herein, Seller shall pay, defend and hold Buyer harmless from the assessment or imposition of any customs import or export duties, excise, use or other tax (however designated) upon the importation of tooling or equipment or production, sale,
delivery or use of the Products to the extent such assessments or impositions are required or not forbidden by law to be borne by Seller.
4. Terms of Payment; Set-Off: Terms of payment shall be net the 5th day of the third month following the date of receipt of the Product at Buyer’s facility or receipt of invoice by Buyer, whichever occurs last. If more than one payment is required to be made hereunder, Buyer may in its sole discretion, retain up to 10% of any or all installments until completion of the performance
due hereunder, at which time the retained sums, less any sums deducted as a set-off or recoupment will be paid to Seller. If the terms granted herein contain any discount, the time for earning any such discount shall be computed from the later of the scheduled delivery date or the date an acceptable invoice is received. Payment is deemed made for purposes of earning the
discount on the date of mailing of Buyer’s check. Buyer reserves the right at all times to set-off any amount owing at any time to Seller or any affiliate of Seller. Any charges prepaid by Seller on behalf of Buyer pursuant to this Purchase Order for which reimbursement is sought must be separately stated on the invoice and supported by appropriate receipts furnished to Buyer.
5. Warranty: Seller warrants that, for a period of two (2) years from the date a Product is delivered to Buyer, such Product will be free from any defects in design, material and workmanship, such Product will be in conformity with any applicable drawings and specifications, and title to such Products shall be unencumbered. Payment for Products will not constitute approval or acceptance of goods or services by Buyer; Buyer’s right of inspection will survive payment. Buyer reserves the right to return, at Seller's expense, any defective or nonconforming Products or shipments received contrary to this Purchase Order. If requested by Buyer, Seller will, at Buyer’s option, refund the purchase price of the Products, or correct or replace, at Seller's expense, the defective or nonconforming Products within ten (10) days after notice by Buyer to Seller. All costs in connection with or as a result of such defective or nonconforming Products, including, without limitation, cost to transport the Products from Buyer
to Seller and return shipment to Buyer, will be borne by Seller. This warranty will then continue as to the corrected or replaced Products for two (2) years after the date of delivery of the corrected or replaced Products to Buyer. If Seller fails to repair or replace the Product within the time periods set forth herein, Buyer may repair or replace the defective or nonconforming goods
at Seller's expense. Rejected or nonconforming Products will not be deemed delivered on-time unless corrected or replaced Products are delivered within the on-time period applicable to this Purchase Order.
6. Compliance with Applicable Laws: Seller represents, warrants and covenants that all of the Products, merchandise, and materials delivered and/or services rendered hereunder will be and will have been produced and/or provided in compliance with all applicable laws, rules, regulations, orders, treaties and other requirements of federal, state and local governments and
agencies thereof, and that Seller, Seller’s business and all property used therein do and will comply with all applicable laws, rules, regulations, orders, treaties and other requirements of federal, state and local governments and agencies thereof; including, without limitation, all provisions of the U.S. Fair Labor Standards Act of 1938, Executive Order 11246, as amended, including Subparagraphs 1 through 7 of Section 202, the applicable provisions of 41 C.F.R. Chapter 60, including, without limitation, the Affirmative Action clauses of the Rehabilitation Act of 1973 at C.F.R. Section 60-741.4 and the Vietnam Era Veterans Readjustment Act of 1974, at 41 C.F.R. Section 60-250.4, as amended, the texts of which are hereby incorporated by reference. If any of the Products are purchased for incorporation into products sold under a government contract or subcontract, the terms required to be inserted by that contract or subcontract shall be deemed to apply to this Purchase Order. All rating or certification
requirements specified in such government contract or subcontract or of which Seller has knowledge shall be complied with. Seller agrees to furnish Buyer a certificate of compliance with any such laws and certification requirements in such form as may be requested by Buyer. Seller shall, at its sole cost, secure and maintain all necessary licenses, permits, authorizations or other
approvals required for the operation of Seller’s business or any property used therein, or as necessary for Seller’s performance hereunder. Seller shall immediately notify Buyer in the event that Seller is not in compliance with any provision of this Section.
7. Intellectual Property: Seller warrants that the Products and the sale and use of them will not infringe any United States or foreign patents, trademarks, tradedress, copyrights, trade secrets or any other form of intellectual property, and Seller acknowledges that Buyer’s patents, trademarks, tradedress, copyrights, trade secrets or any other form of intellectual property that Buyer provides to Seller are Buyer’s exclusive property and Seller disclaims all rights in same Where payment is made for experimental, developmental, or research work, as such, to be performed in accordance with special requirements of Buyer, Seller agrees to disclose and on request to assign to Buyer each invention, property right, confidential process or know-how, and
trade secret resulting therefrom or other form of intellectual property and Seller shall disclaim all rights in same. All drawings, art work, special products, materials, information or data furnished by Buyer and all intellectual property resulting from this Purchase Order (as referenced in the foregoing sentence) are Buyer’s exclusive property, shall be used by Seller only for Buyer’s
work, shall be deemed Buyer’s Proprietary Information as defined in Section 13 below, and shall be kept confidential, pursuant to the terms of Section 13 below, and shall be returned promptly at Buyer’s request. Buyer will market, distribute and/or sell the Products under its own trademark and trade name. Buyer has the right to use any of Seller’s marks, names, other trade identities, copyrighted works or other intellectual property, to the extent that Seller has incorporated such property in or used such property in the manufacture of the Products supplied by Seller to Buyer.
8. Indemnity: Seller will indemnify and hold harmless Buyer and its successors and assigns against any and all suits, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and other costs of defending any action) ("Losses") which such parties may sustain or incur (a) in connection with a breach of any representation, warranty, or undertaking
made by Seller in this Purchase Order or such parties’ enforcement of this Purchase Order, or (b) in connection with the design, development, manufacture, distribution, sale, use, or repair of the Products, whether the claim be based upon a theory of breach of contract or warranty, negligence, strict liability, other tort, infringement, misappropriation or any other legal theory, except to the extent caused by the negligence of Buyer, or (c) as a result of any suit, claim, or demand under any environmental, health, safety or other laws, rules, regulations or requirements, in connection with the manufacture, distribution, transportation, storage, use or disposal of the Products or of raw materials by Seller. If Seller’s performance requires Seller, its employees, agents or representatives to perform services or labor in the plants or on the premises of Buyer, its agents, customers, or users, Seller agrees to indemnify and hold harmless Buyer against all suits, losses, claims, damages, liabilities, costs and expenses for injury or damage to person or property arising out of such performance, except to the extent caused by Buyer. Seller agrees that it will, when requested and given reasonable notice of the pendency of any such suits, claims or demands, assume the defense of Buyer and their respective successors and assigns against any such suits, claims or demands. Additionally, Seller expressly and specifically waives all immunity that may be afforded Seller under the workers’ compensation laws of any state or jurisdiction.
9. Insurance: Seller agrees to carry insurance covering product liability and general liability in amounts of not less than $5,000,000.00 per occurrence. All such policies shall provide for at least thirty (30) days prior written notice, to Buyer, of cancellation, non-renewal or material change in the terms and conditions of coverage and name Buyer as an additional named insured. At Buyer’s request, Seller will provide Buyer with a certificate or certificates of insurance evidencing such coverage. In the event Seller ceases to carry adequate insurance that names Buyer as an additional insured, Buyer may immediately cancel this Purchase Order by giving Seller written notice of Buyer’s election to cancel.
10. Force Majeure: Buyer and Seller shall not be liable for any delay or failure of performance due solely to strikes, lockouts or other labor disputes, fires, acts of God or other causes beyond the affected party’s reasonable control; provided, the affected party shall have given notice to the non-affected party of any such cause for delay or anticipated delay promptly following the
commencement thereof and shall have used the affected party’s best efforts to make or accept deliveries, as the case may be, as expeditiously as possible. If Buyer believes that the delay or anticipated delay in Seller’s deliveries may impair Buyer’s ability to meet its production schedules or may otherwise interfere with Buyer’s operations and such delay may last for a period of time that exceeds ten (10) days, Buyer may at its option, and without liability to Seller, immediately terminate this Purchase Order. In the event of a shortage, Seller agrees to allocate its total available supply of Products among Buyer and Seller’s other customers, if applicable, on a fair and equitable basis.
11. Cancellation, Termination and Suspension: Buyer reserves the right to cancel all or any part of the undelivered portion of this Purchase Order. This Purchase Order may be terminated by Buyer or by Seller at any time immediately upon written notice in the event of the other party’s material breach of any term or provision of this Purchase Order or upon the occurrence of any of
the following events: (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger performance of this Purchase Order; (d) dissolution or liquidation of such other party; and/or (e) such other party’s failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Purchase Order, upon termination, cancellation or expiration of this Purchase Order, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Purchase Order is cancelled due to an event caused by Seller or resulting from Seller’s acts or omissions, Buyer may complete Seller’s performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys’ fees, incurred by Buyer as a result thereof
12. Survival: The terms of Sections 3, 5, 6, 7, 8, 11, 13, 16, 18 and 20 of this Exhibit shall survive the termination, cancellation or expiration of this Purchase Order.
13. Proprietary Information: Seller agrees that Seller will keep confidential all information disclosed to Seller by Buyer or any of Buyer’s affiliates in connection with this Purchase Order (“Proprietary Information”) and will disclose Proprietary Information only to those of its employees as will be directly concerned with performance under this Purchase Order. Seller agrees that it will not disclose Proprietary Information to any other person or entity without the express, prior written consent of Buyer. Seller agrees that it will protect the confidentiality of Proprietary Information with the same degree of care with which it protects its own proprietary information, but with no less than reasonable care, and will return all copies (in any medium recorded) of Proprietary Information to Buyer immediately upon written request. The parties agree that Proprietary Information shall be considered commercial secrets qualified for protection under applicable law. Notwithstanding the foregoing, Seller may disclose Proprietary Information that must be disclosed to any government, any agency or department thereof, or any stock exchange to the extent required by law, provided Seller shall immediately notify Buyer of such requirement and the terms thereof prior to such disclosure so that Buyer may seek an appropriate protective agreement or order prior to the disclosure. The foregoing obligations will survive termination of this Purchase Order and will remain binding on Seller, its respective affiliates, successors and assigns forever. This Purchase Order is designated as Proprietary Information subject to this Section.
14. Financial Information: Should Buyer have concerns about Seller’s financial condition and/or ability to supply hereunder, Seller shall supply information requested by Buyer which Buyer feels is necessary to address said concerns.
15. Changes: Buyer reserves the right to change any specifications, drawings, delivery dates, quantities and items covered by this Purchase Order. If such change would materially affect the price or delivery date, Buyer and Seller shall mutually agree upon an equitable adjustment in the price and/or delivery date to reflect the effect of such change; provided Seller shall have notified
Buyer in writing of any claim for such adjustment within thirty (30) days from the date of such notice from Buyer. Seller shall not suspend performance of this Purchase Order while Buyer and Seller are in the process of making such changes and any related adjustments. Seller agrees that it will not make any process or manufacturing changes which might affect the performance, characteristics, reliability or life of the Products, or substitute any materials without prior written approval of Buyer.
16. RoHS, WEEE, REACH and Solid Wood Packaging Material: Seller is and remains solely responsible for the full compliance of delivered Products or parts of Products with any applicable rules and regulations (“Legislations”) on restriction of hazardous substances (“RoHS”) such as Directive 2002/95/EC as of 27 January 2003, the Administrative Measures on the Control of
Pollution Caused by Electronic Information Products as of 28 February 2006, etc. and all further releases as well as all national or local regulations issued in execution of the aforesaid RoHS Legislations. Therefore all delivered Products or parts of Products must be suitable and fit for RoHS compliant production and sale. Seller will complete and sign Buyer’s standard Declaration of RoHS Compliance at the part number level, use appropriate systems and processes to ensure the accuracy of these determinations and maintain appropriate records to allow traceability of all Products or parts of Products. Insofar as Products or parts of Products are not supplied in accordance with the aforementioned requirements, Buyer reserves the right to cancel this Purchase Order. Seller undertakes to duly and immediately inform Buyer of any changes affecting RoHS compliance. In case of cancellation of this Purchase Order or proven violations of national or international RoHS compliance by Seller, Seller undertakes to indemnify and hold Buyer harmless from any claim, liability, loss, damage, judgment and external responsibility, irrespective of their legal ground, and to bear any and all harm, loss or damage arising to Buyer’s disadvantage in the event of infringement. To the extent required by applicable law, Seller shall be responsible for the collection, treatment, recovery or disposal of (i)
the Products or any part thereof when they are deemed by law to be ‘waste’ and (ii) any items for which the Products or any part thereof are replacements. If Seller is required by applicable law, including waste electrical and electronic equipment Legislations, European Directive 2002/96/EC (“WEEE”) and related Legislations in EU Member States, to dispose of ‘waste’
Products or any part thereof, Seller shall dispose of such Products entirely at its own cost (including all handling and transportation costs). Seller is and remains solely responsible for the full compliance of delivered Products, parts of Products or substances with the requirements of Regulation (EC) No. 1907/2006 (“REACH”) as of 18 December 2006 as amended or varied and all further releases as well as any national regulations issued in execution of this Regulation
Seller guarantees that all obligations under this Regulation, in particular all information requirements vis-à-vis Buyer, have been fulfilled. This includes in particular the provision of a due and comprehensive safety data sheet in accordance with the Regulation. Insofar as Products, parts of Products or substances are not supplied in accordance with the aforementioned
requirements, Buyer reserves the right to cancel this Purchase Order. Seller undertakes to duly and immediately inform Buyer of any changes affecting REACH compliance. In case of cancellation of this Purchase Order or proven violations of national or international REACH compliance regulations by Seller, Seller undertakes to indemnify and hold Buyer harmless from
any claim, liability, loss, damage, judgment and external responsibility, irrespective of their legal ground, and to bear any and all harm, loss or damage arising to Buyer´s disadvantage in the event of infringement. Seller shall comply with all International Plant Protection Convention (“IPPC”) regulations on solid wood packaging material (“SWPM”) as outlined in ISPM-15 and elsewhere. Seller shall ensure, and provide appropriate certification, that all SWPM shall be marked with the IPPC logo, country code, the number assigned by the natural plant protection organization and the IPPC treatment code.
17. Supply Chain Security: Seller warrants that it has reviewed its supply chain security procedures and that these procedures and their implementation are in accordance with the criteria set forth by the Customs-Trade Partnership Against Terrorism (“C-TPAT”) program of the U.S. Bureau of Customs and Border Protection. Specifically, Seller warrants that it is applying CTPAT prescribed inspectional methods prior to loading of the transport conveyance; is maintaining secure control over its loaded and empty transport conveyances; is controlling and applying certified high security seals for securing transport conveyance doors; and, is ensuring that its business partners are observing the criteria set forth by C-TPAT. Seller further warrants and represents that it has developed and implemented, or will develop and implement, procedures for periodically reviewing and, if necessary, improving its supply chain security procedures. Specifically, Seller agrees to conduct an annual security audit at each of its facilities and to take all necessary corrective actions to ensure conformity with C-TPAT standards. Seller agrees to share with Buyer the results of such annual audits and agrees to prepare and submit to Buyer a report on the corrective actions taken in response thereto. In the event Seller fails to take an appropriate corrective action, Buyer may, but is not required to, terminate this Purchase Order. Buyer’s auditors will be provided access to Seller’s records and facilities for the purpose of verifying that Seller’s procedures are in accordance with the criteria set forth by C-TPAT. If Seller is enrolled in any supply chain security accredited programs, such as C-TPAT or other similar programs that may exist in the country of Seller, then Seller shall provide Buyer with documentary evidence of such enrollment.
18. Choice of Law; Venue; Miscellaneous: This Purchase Order agreement and the legal relations between the parties shall be construed and determined in accordance with the laws of the state of Delaware without regard to conflict of law principles. The parties hereby expressly consent and agree that all actions and proceedings arising out of or related to this agreement shall
be brought in a state or federal court of competent jurisdiction sitting in the city of Chicago, state of Illinois, United States of America. Each party hereby expressly and irrevocably consents and submits to the personal jurisdiction of such courts over such actions or proceedings, and expressly and irrevocably consents to such forums as appropriate and convenient venues for such
actions and proceedings. Seller hereby irrevocably consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof. Nothing contained in this Purchase Order will be construed to create a partnership or joint venture among the parties. Seller shall not assign or subcontract any of its rights, interests or obligations hereunder without the prior written consent of Buyer. The paragraph headings herein are for convenience only and form no part of this Purchase Order. If any part of this Purchase Order shall be held to be illegal, void or unenforceable, the remaining portions shall remain in full force and effect. Any and all of the rights and remedies conferred upon Buyer under this Purchase Order shall be cumulative and in addition to, and not in lieu of, Buyer’s rights and remedies granted at law and equity, all of which rights and remedies are fully reserved by Buyer. The failure of Buyer to insist in any one or more instances, upon the performance of any of the terms, covenants or conditions of this Purchase Order, or to exercise any right hereunder shall not be construed as a waiver or relinquishment of any of the other terms and conditions of this Purchase Order nor the right to enforce the future performance of any term, covenant or condition or the future exercise of any other rights herein.
19. IMMEX: If Seller is delivering products into Mexico, Seller is and remains solely responsible for full compliance with IMMEX program regulations as well as all applicable sections of the Foreign Trade General Rules (Reglas de character General en Materia de Comercio Exterior).
20. Customs Ocean Cargo Security Requirements Compliance: Seller agrees to provide any necessary assistance so that any ocean vessel shipment of Products arrives in the U.S. in compliance with the U.S. Customs and Border Protection (“CBP”) cargo security filing requirements for maritime carriers (“10+2 Requirements”), as amended from time to time by CBP. Specifically, Seller shall (i) furnish the Importer Security Filings (“ISF”) agent appointed by Buyer or Seller, as the case may be, any required information to enable such ISF agent to make timely, accurate, and complete ISF with the CBP; and (ii) ensure that the carrier operating the ocean vessel (the “Carrier”) (a) transmit to CBP in an approved electronic format a stow plan for the vessel meeting current CBP requirements such that it is received no later than 48 hours after the vessel’s departure from its last foreign port or, for voyages of less than 48 hours, prior to the vessel’s arrival at its first U.S. port and (b) submit electronically to CBP a container status message with respect to certain events relating to cargo destined for the U.S. by vessel, as defined by current CBP regulations. Seller agrees to ensure that the Carrier shall defend, indemnify, hold harmless and reimburse Buyer from and against all fines, penalties and damages sustained by Buyer arising out of or relating to the Carrier’s failure to comply with CBP’s 10+2 Requirements, including damages sustained by Buyer as a result of CBP’s seizure of the Products or a refusal by CBP to permit customs clearance of the Products because of the Carrier’s noncompliance.