Terms and Conditions of Purchase

By submitting your supplier information to us, you are agreeing to the following terms and conditions in the event you become a preferred supplier to Spectrum Brands, Inc.

(1) Contract Terms. This purchase order is an offer to purchase the goods and/or services specified on the face hereof upon the terms and conditions stated herein. Any reference to Seller's quotation or similar form is solely for the purpose of describing such goods and/or services. This offer expressly limits acceptance to the terms and conditions stated herein, and none of the terms and conditions stated herein may be added to, modified, superseded or otherwise altered except by a writing, delivered to Buyer, and signed by Buyer. Each shipment received by Buyer from Seller shall be deemed to be only upon the terms and conditions stated herein, notwithstanding any terms and conditions that may appear in Seller's quotation, acknowledgment, invoice or other form, and notwithstanding Buyer's acceptance and/or payment for the goods and/or services. Buyer reserves the right to cancel all or any part of this order prior to shipment by Seller.

(2) Seller's Warranties. Seller warrants, in addition to such warranties that are ordinarily extended by the Seller that are established by the Uniform Commercial Code or other applicable law, that the goods it sells to Buyer will comply with all applicable laws; be of merchantable quality and free of defects in workmanship and materials; not infringe the patent, copyright, trademark or trade secret rights of any person; and be sold to Buyer at all times at prices which are no higher than those charged by Seller to other purchasers who purchase goods of like grade and quality in similar quantities.

(3) Delivery and Risk of Loss. Unless otherwise stated on the face hereof, all goods are to be furnished F.O.B. point of destination, and no charges will be allowed for freight, transportation, crating, handling, demurrage, or for any other matter relating to the delivery of the goods to Buyer unless authorized in writing by Buyer. The entire risk of loss, injury or destruction of the goods, regardless of the F.O.B. point and cause, therefore, shall be borne by Seller until the goods are delivered to and accepted by Buyer. All deliveries are to be tagged with the purchase order number that appears on the face hereof, and no partial deliveries shall be permitted unless otherwise specified on the face hereof.

(4) Inspection and Acceptance. The goods shall be subject to inspection upon delivery, and may be rejected for defects or faults revealed by such inspection, or by analysis or the use thereof at any time thereafter. Rejected materials may be returned to Seller for full refund, including transportation charges, which shall be paid by Seller.

(5) Product Liability, Recall, and Insurance. Seller will indemnify Buyer and save Buyer harmless from and against any and all suits, claims, expenses, costs and damages (including attorney’s fees) resulting from, growing out of, or incurred by the sale or recall, distribution or use of any of such goods, and will defend at Seller's own expense on behalf of the Buyer any and all such suits and claims. However, Buyer may, at its election, defend any and all such suits and claims at the expense of Seller, and Seller will reimburse Buyer for such expense.

(6) Government Contracts; Affirmative Action Requirements. If a Government Contract Number is shown on the face of this Purchase Order, the goods or portions thereof purchased by this order will be used in the performance of either a prime contract with the United States Government or a subcontract or purchase order there under. In any such event, Seller shall comply with any equal opportunity obligations under Executive Order 11246, as amended, the Vietnam Era Veterans Readjustment Assistance Act of 1974, the Rehabilitation Act of 1973, and the regulations promulgated under those orders or statutes, that would apply to it because work is performed as a government contractor under this Purchase Order, and make a good faith effort on any subcontracting work, if the amount is $10,000 or more, to utilize Small Business Concerns and Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged Individuals as set forth in Armed Services Procurement Regulations #7-104, 14(a). Further, in connection with the performance of such work, the Seller shall comply with, (a) the Affirmative Action clause for the Utilization of Women Owned Business concerns set forth in Armed Services Procurement Regulation #7-104.52; (b) The Equal Opportunity clause set forth in 41 C.F.R. #60-1.4 on contracts exceeding $10,000; (c) the Affirmative Action clause for Disabled Veterans and Veterans of the Vietnam Era set forth at 41 C.F.R. #60-250.4 on contracts of $10,000 or more, and (d) the Affirmative Action clause for Handicapped Workers set forth at 41 C.F.R. #60-741.4 on contracts of $2,500 or more.

(7) Time of Delivery. Time is of the essence with respect to the delivery date specified on the face hereof. Seller will compensate Buyer for any damages that Buyer may incur as a result of Seller's failure to deliver on time. In addition, Buyer reserves the right to cancel any portion of this order which is not delivered on time.

(8) Premium Freight Charges. Premium Freight charges due to mis-description of freight terminology, mis-routing, overdue or partial shipments (not including those authorized) will be paid by Seller upon notification by Buyer. No charge for boxing or cartage, unless previously arranged, will be assessed. Seller will follow routing as shown for all shipments.

(9) Tooling. Any tooling for which Buyer is invoiced separately or the price for which is amortized into the item(s) price will become the property of Buyer, and title shall transfer to Buyer upon Buyer's payment. If Buyer decides to remove tooling from Seller's premises, the only additional charge to the Buyer will be for freight (FOB Seller's Plant where the tooling is located). Seller will also supply one complete set of Engineering Bill of Materials, drawings and prints covering the tooling.

(10) Force Majeure. Buyer may cancel all or any part of this order which has not actually been shipped by Seller if Buyer's business is interrupted because of strikes, labor disturbances, fires, terrorism, acts of God, or any other cause beyond the reasonable control of the Buyer.

(11) Taxes. The price stated on the face hereof shall include any and all taxes and other governmental charges, now imposed or hereafter becoming effective, upon the production, sale, shipment, or use of the materials and Seller shall pay and discharge all such taxes and charges without reimbursement from Buyer.

(12) Standard Payment terms are Net 60-150 days of invoice date.