Standard Purchase T&C’s

Standard Purchase Terms and Conditions

These Standard Purchase Terms and Conditions (the “Agreement”) control all purchases made by R PLANET EARTH LOS ANGELES LLC (“rPlanet Earth”). The Seller of Goods and/or Services to rPlanet Earth acknowledges that the terms of this Agreement may be different from those of Seller’s quotation, invoice, proposal, confirming sales memoranda or other documentation (“Seller Documentation”). All Goods/Services shall be delivered to the Buyer’s facility (5300 S Boyle Ave, Vernon CA, 90058).

1. Scope of Agreement:
   • This Agreement controls any purchase order placed with Seller by rPlanet Earth (a “Purchase Order”) except to the extent the Purchase Order expressly incorporates overriding terms and conditions by reference. All Goods and/or Services on a Purchase Order are subject to this Agreement. In the event Seller does not agree to the terms set forth herein, Seller may reject Buyer’s Purchase Order and refrain from selling the Goods and/or Services thereunder to Buyer. Seller must confirm or provide order confirmation within 24 hours of the Purchase Order sent by the Buyer.
2. Supplier Approval Program (mainly applicable to Raw Material and Packaging Suppliers):
   • In order to do business Buyer will require documentation to approve the Seller, this is part of our internal supplier approval process; Buyer expects to receive documentation within 1-3 weeks. In the event of Seller not being able to provide a document requested by the Buyer; the Buyer may schedule an audit at Seller’s facility in order to fully approved the Seller.
3. Deliverables:
   • Goods and Services must be delivered within the time specified in the Purchase Order or specified by the Buyer via email.
   • Seller shall not procure, produce, or ship any goods unless authorized in writing by Buyer or as necessary to meet specific delivery dates.
   • Shipments received in advance without an appointment will not be accepted, goods or services should be delivered/provided on the date that Buyer indicated as long the date meets Seller’s lead time (to schedule an appointment for delivery please email logistics@rplanetearth.com).
   • All delivery paperwork should have the Buyer’s Purchase Order number.
   • All Goods/Services shall be packaged using the best commercial practices to prevent damage and deterioration. Seller shall reimburse Buyer for all expenses incurred due to improper packaging. Seller shall route shipments in accordance with Buyers’ instructions.
   • The risk of loss or damage in transit shall be upon Seller, except where shipment is by Buyer’s vehicle, in which case the risk of loss or damage shall pass to Buyer upon completion of loading.
   • The goods shall be shipped in a manner that will permit the lowest transportation rates to apply.
   • If the Seller is delivering raw materials, a Certificate of Analysis (“COA”) must be provided.
   • When a service is completed, the Seller must provide a copy of the signed work order via email to the Buyer for the records.

4. Third Party Damages:
   • If the Seller is using a third-party Supplier and in the event Seller provides nonconforming or defective goods, and such goods cause Buyer to fail to meet its customer obligations, Seller shall be responsible for making Buyer whole, which includes but is not limited to reimbursing Buyer for the costs associated with late delivery and any fines/fees charged by Buyer’s customers.
5. Pricing and Payment:
   • All fees and charges are as stated in the applicable Purchase Order. All prices are in US Dollars unless otherwise stated on the Purchase Order.
   • Seller warrants that the prices specified in any Purchase Order are as low as any net prices given by Seller to any other customer for goods or services of like grade and quality in like quantities, and Seller agrees that if at any time during the term of this Agreement lower net prices are quoted under similar conditions, said lower net prices shall be from that time substituted for the prices herein.
   • Seller shall make Goods and/or Services available to Buyer at Seller’s regularly listed price unless and until Seller is no longer in business, dissolved, is legally declared insolvent, or otherwise ends its operation.
   • In the event of manufacturing or other cost savings for any reason, such as from reduced component or raw materials costs, fluctuating exchange rates, reduced average industry pricing, or increased purchases of Goods by Buyer, a portion of such savings shall be passed on to Buyer, and the parties shall negotiate in good faith to determine the portion to be passed on to Buyer. If such negotiation is not successful, Buyer shall have the right to immediately terminate the Agreement without further obligation to Seller.
   • Seller agrees to provide NET30 payment terms and as we build relationship and payment history agrees to increase to NET60.
   • Seller must provide invoices after the delivery of Goods/Services.
6. Service Level Terms:
   • Service levels Except as may otherwise be described in a Purchase Order, the Seller shall maintain a 99% service level, which means that Seller completely fulfills all Purchase Orders on or before the due date 99% of the time. Seller shall be in breach if Seller fails to maintain the Service Level for any two consecutive weeks. Seller’s continued failure to meet the Service Level after notice of non-compliance from Buyer shall constitute a material breach, giving rise to Buyer’s right to terminate the Agreement, cancel all outstanding Purchase Orders, withhold any payment then due, and pursue all other available remedies and damages.
   • Any necessary tools, tarps, ladders, rigging equipment or the like related to the delivery of the Services shall be provided by Seller at no additional cost to Buyer. Seller shall fully clean up to Buyer’s satisfaction after work is done and shall be responsible for disposal of all installation and/or shipping material and any fees for disposal containers. Buyer is not responsible for any of Seller’s tools which may be left onsite.
7. Terms Applicable to Equipment Purchases:
   • If Services include installation and/or commissioning of Equipment and except to the extent otherwise indicated on the Purchase Order, (i) Seller will begin installation of the Equipment within no more than one (1) week after arrival of the Equipment at the Facility; (ii) the Project Layout, Scope of Supply, and Timetable for the installation shall be as set forth in the applicable Purchase Order; and (iii) promptly upon completion of installation Seller will begin commissioning the Equipment in accordance with the Scope of Supply and Timetable.
   • Seller warrants that all Equipment or machines purchased shall operate properly in the actual operating conditions (including but not limited to, high ambient temperatures, altitude, humidity, etc.) of the delivery destination as listed on the Purchase Order and shall be capable of operating 24 hours a day, 7 days a week, 365 days a year, non-functioning only during preplanned downtime for original manufacturer recommended preventative maintenance.
   • Seller will provide maintenance manuals, in both English and Spanish and hard copy and soft copy forms, at the time of delivery of the corresponding Equipment.
   • Seller shall at all times (i) cause its personnel to follow the Buyer’s internal directives and policies; (ii) perform its obligations in compliance with all applicable laws, rules and regulations relating to worker safety and similar matters, including but not limited to those enforced by state OSHA regulators and with Buyer’s confidentiality, safety and GMP requirements; (iii) cooperate with Buyer with respect to scheduling repairs or maintenance down times; and (iv) cause its subcontractors to comply with the preceding provisions.
   • Buyer shall provide Seller with reasonable access to the Facility, Buyer’s personnel, and subcontractors as necessary for Seller to perform its installation, start-up, warranty, and other obligations hereunder.
   • Seller shall provide Buyer with a comprehensive list of all critical spare parts for all Equipment no later than completion of installation of each respective piece of Equipment.
8. Acceptance:
   • Buyer may evaluate the Goods and Services to determine whether they meet the requirements specified in the Purchase Order or as otherwise agreed upon by the parties in writing (the “Specifications”). In the event Buyer determines in its sole discretion that Goods or Services do not meet the specifications, Buyer may reject such upon notification to Seller in writing along with the reasons for such rejection. Seller must provide a resolution to Buyer of any rejected Goods or Services within forty-eight hours of receiving such notification.
9. Changes:
   • Buyer may request changes to the delivery schedule, quantities, place of delivery, packaging, shipping instructions and specifications, subject to Seller’s approval, which shall not be unreasonably withheld. Any request change that affects the price of the Goods/Services, delivery schedules or Seller’s ability to perform under the Agreement will be subject to an equitable adjustment. Seller shall immediately notify Buyer if an adjustment is anticipated by Seller.
   • Suppliers of product and services must notify Buyer whenever there’s a change to the specification and or its ability to delivery consistent quality product.
10. Artwork and Plates:
    • For avoidance of doubt, all deliverables for art, plates, and designs prepared for Buyer by Seller or Seller’s printer, lithographer, or bag, box or carton manufacturer shall be and remain the property of Buyer and in the event of termination of the Agreement by either Party, Seller shall cease using such Deliverables and promptly return all such items to Buyer.

11. Indemnification:
    • Seller agrees to indemnify, defend, and hold Buyer, its affiliates, directors, associates, agents, and representatives harmless from and against any and all claims arising out of or related to the Purchase Order, the Agreement, or the Goods/Services that are the subject thereof, including but not limited to: (i) any bodily injury or property damage claims, and any liability, loss, cost, expense, or other damages (including reasonable attorney fees) brought about by any injury of any kind suffered by any person or property as a result of any act, neglect, default, omission of either the Seller, Seller’s agents, employees, affiliates, subcontractors, or any third party for whose actions Seller is responsible, or Buyer, Buyer’s agents, employees, affiliates, subcontractors or other representatives; (ii) any negligent act, misfeasance, or nonfeasance by Seller, or Seller’s agents, employees, affiliates, subcontractors, or any third party for whose actions Seller is responsible; (iii) any harm, injury, damage, or loss arising out of or in connection with the Goods or Services provided; (iv) Seller’s breach of its obligations under Section 3 (Deliverables); or (v) third party consumer claims, suits, and/or demands, including costs and expenses of investigation and settlement and attorneys’ fees and expenses, to the extent such claims arise from: (a) any act or omission by Seller, Seller’s agents, employees, affiliates, subcontractors, or any third party for whose actions Seller is responsible, relating to or affecting the condition, quality, or character of any Goods or Services provided; or (b) trademark, copyright, trade dress, or patent infringement. Seller acknowledges and agrees that Seller must receive Buyer’s express written approval prior to settling any claim or lawsuit. Buyer reserves the right at any time to control its own defense.
12. Term and Termination:
    • The Term of this Agreement shall commence as of the date of a Purchase Order and continue for the duration of the rights and responsibilities under such Purchase Order and any other Purchase Order.
    • In the event that Buyer, or Buyer’s customers are dissatisfied with the Goods, Buyer may immediately terminate the applicable Purchase Order upon notice to Seller, or unilaterally adjust any volume commitments hereunder.
    • Buyer may terminate the Agreement immediately if any of the following events occur: (i) Seller fails to comply with any requirement or obligation under the Agreement, and fails to cure such requirement or obligation within thirty (30) days of Buyer’s notice to Seller of such compliance failure; (ii) Seller violates any applicable laws, regulations, statutes, ordinances, rules, orders, judgments, decrees or permits applicable to produce and/or perform the Goods/Services (collectively, “Laws”); (iii) Seller becomes insolvent, files for bankruptcy, liquidates, or makes any assignment for the benefit of creditors; or (iv) a receiver is appointed for Seller’s property. Upon such termination, Buyer will be relieved of all its duties and obligations under the Agreement, including without limitation, its obligation to pay Seller for Goods/Services produced and/or performed but not accepted by Buyer.

Attachment A to Purchase Terms and Conditions Minimum Insurance Requirements

For as long as Seller owes any obligation to rPlanet Earth Los Angeles, LLC and/or any statute of limitations for any potential claim that rPlanet Earth Los Angeles, LLC may have against Seller remains unexpired, Seller shall maintain at its own expense, and shall require its agents, representatives or subcontractors who may perform work associated with the Agreement to maintain, all insurance and/or bonds required by statute, law and the Agreement with insurance limits no less than the minimum insurance requirements as described below.

1. The following requirements apply to carriers, including but not limited to Finished Goods Carriers (transporters of finished goods to customers or 3PL), Resin Haulers (transporters of resin to rPlanet Earth Los Angeles, LLC facilities or 3PL storage facility), and Raw Material Haulers (transporters of raw materials to rPlanet Earth Los Angeles, LLC facilities or 3PL).

2. The following requirements apply to all storage providers.

3. The following shall apply when product is purchased for distribution to an end customer.

4. The following requirements apply to suppliers or Goods and Services.

5. PROFESSIONAL SERVICES. The following requirements apply to Consultants, Professional Service Providers, Attorneys, and others who have access to rPlanet Earth Los Angeles, LLC confidential information.