PURCHASE ORDER TERMS AND CONDITIONS

1. Applicability. This purchase order is an offer by A M Leonard, Inc. (the "buyer”) for the purchase of the goods and services and all required packaging, labeling and documentation as specified on the Purchase Order and within the Purchase Order Terms and Conditions. (the "Goods") from the party to whom purchase order is addressed (the "Seller") in accordance with and subject to these Purchasing Order terms and conditions (the "Terms"); together with the terms and conditions on the purchase order, (the "Order"). This Order constitutes the sole and entire agreement of the parties with respect to the Order and supersedes all prior agreements. The Order expressly limits Seller's acceptance to the terms of the Order. A.M. Leonard Inc. is not obligated to any future purchase obligations under this Order.
2. Acceptance. This Order is not binding on A.M. Leonard Inc. until Seller Accepts the Purchase Order Terms and Conditions (the “Order Acknowledgment”). If Seller does not provide the Order Acknowledgment within two business days or 48 hrs. of Seller's receipt of the Order, A.M. Leonard Inc. may, in its sole discretion, cancel the Order with no recourse to Seller. A.M. Leonard Inc. may withdraw the Order at any time before it is accepted by Seller. The seller in its Acceptance of the Purchase Order provides all changes or updates to Purchase order related to   but not limited to Pricing and terms, Quantity and Availability, Ship Date as stated below.
3. Price and Terms. The price and Terms of the Goods is the price stated on the Purchase Order (the "Price and Terms"). The Price and Terms must be agreed upon before shipment of (the "Goods”). The seller will provide all information to A.M. Leonard Inc. that could lead to lower pricing or additional Terms i.e., Specials, packaging, quantities, or Dating. No increase in the Price or change in Terms is effective, whether due to increased material, labor, or transportation costs or otherwise, without the prior written consent of A.M. Leonard Inc.
4. Quantity and Availability. The Seller must deliver the quantity of Goods ordered, or update A.M. Leonard Inc. in writing prior to ship date of any quantity or availability changes.
5. Shipment Date. Seller shall ship the Goods in the quantities and on the date(s) specified in this Purchase Order or as otherwise agreed in writing by the parties (the "Shipment Date"). Timely delivery of the Goods is critical. It is the Seller’s responsibility to notify A.M. Leonard Inc. of ship date and provide tracking information. If ship date needs to be modified, it is the sole responsibility of the Seller to provide the updated ship date and tracking information. If Seller fails to ship the Goods on the requested ship date without written notification to A.M. Leonard Inc., A.M. Leonard Inc. may, in A.M. Leonard Inc.’s sole discretion, terminate the Order immediately by providing written notice to Seller. If A.M. Leonard Inc. elects to terminate the Order, Seller shall indemnify A.M. Leonard Inc. against any losses, claims, damages, consequential damages, and reasonable costs and expenses directly attributable to Seller's failure to ship the Goods on the Ship Date.
6. Packaging and Labeling. All goods shall be packaged for shipment according to A.M. Leonard Inc.'s instructions as listed on the Order or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide A.M. Leonard Inc. prior written notice if it requires A.M. Leonard Inc. to return any packaging material. Any return of such packaging material shall be made at Seller's expense.
7. Shipping Documentation. A.M. Leonard Inc. Purchase Order number must appear on all shipping labels, Bill of Lading, Delivery receipt and packing slip. Failure to provide this information will result in a $50 fee which will be deducted from the invoice payment.
8. Title and Risk of Loss. Both Title to and Risk of Loss of the Goods delivered under the Order shall pass to A.M. Leonard Inc. upon A.M. Leonard Inc.’s acceptance of delivery of the Goods.
9. Selecting Domestic Ship Method & Carrier:
   
   
   • Ground Shipments – When A.M. Leonard Inc. is responsible for shipping expense, A.M. Leonard Inc. will provide ground ship method and carrier on Purchase Order. When “seller” is responsible for selecting carrier and billing A.M. Leonard Inc., the shipping charge must be disclosed to and approved by A.M. Leonard Inc. prior to shipping. “Seller” is responsible for providing shipping confirmation, tracking and carrier information.
   • LTL/Volume/FTL Shipments – When A.M. Leonard Inc. is responsible for shipping expense and LTL, Volume or Full Truckload criteria is met by a single Purchase Order, a shipping quote based on Vendors preferred ship method/carrier must be provided to A.M. Leonard Inc. by “Seller” upon receipt of Purchase Order and prior to shipping.
     
     Please send the following  information to AML:  Freight Quote, Quantity and dimensions pallets, are the pallets stackable or not, description of product, NMFC number & class of product, total weight and weight of each pallet, along with any special shipping services needed.
   • Additionally, when LTL, Volume or Full Truckload criteria is met by multiple Purchase Orders, a shipping quote based on Vendors preferred ship method/carrier must be provided to “A.M. Leonard Inc.” from “Seller” prior to shipping.
   • Important Note: Seller must combine all Purchase Orders available to ship in the most cost-effective ship method.
     
     
     • Once A.M. Leonard Inc. has confirmed ship method/carrier (Vendor preferred vs. preferred) proceed as follows:
       
       • a). A.M. Leonard Inc.’s (AML) preferred ship method chosen =   
            
         • LTL shipments: vendor to complete routing form through routing portal @ routing.kdlog.com  for carrier choice and pick up scheduling. Keystone Dedicated Logistics (AML’s 3rd party logistic provider) will schedule carrier pick up and provide the Bill of Lading.
         • Volume/Full truckload shipments: Vendor to email customerservice@kdlog.com and include shipment details. Example of information needed: -Origin - Destination - Number of pallets- Dimensions of pallets - are the pallets stackable or not – Product and description of product being shipped, class of the product - total weight or weight of each pallet - Any special services needed 
       • b). Vendor preferred ship method chosen = vendor to determine next steps
   • Important Note: “Seller” is always responsible for providing shipping confirmation, tracking and carrier information
10. Selecting International Ship Method & Carrier.
    • • Ground Shipments – When A.M. Leonard Inc. is responsible for shipping expense, A.M. Leonard Inc. will provide ground ship method and carrier on Purchase Order. When “seller” is responsible for selecting carrier and billing A.M. Leonard Inc., the shipping charge must be disclosed to and approved by A.M. Leonard Inc. prior to shipping. “Seller” is responsible for providing shipping confirmation, tracking and carrier information.
      • Container/Ocean Freight – Both A.M. Leonard and “Seller” to establish and agree on Incoterms prior to Shipping freight
11. Scheduling LTL/Volume/FTL Domestic Deliveries. Seller must provide tracking information for all Domestic ground shipments. Less-than-load, volume and full truckload freight must schedule a delivery appointment with receiving dept. 48 hrs. in advance.
    
    Contact information as follows:
    
    
    • • Sidney Warehouse 937-381-1426
      • Piqua Warehouse 937-381-1355 
    •  Receiving Hours: 8 am–2 pm, Monday-Friday
12. Scheduling International Deliveries. Seller to provide tracking information. Deliveries will be scheduled via Drayage Company agreed upon in Incoterms and by appointment only.
    
    Contact information as follows:
    
    
    • • Sidney Warehouse 937-381-1426
      • Piqua Warehouse 937-381-1355
    •  Receiving Hours: 8 am–2 pm, Monday-Friday
13. Shipping Terms. Delivery shall be made in accordance with the terms on the face of this Order. Seller shall give written notice of shipment to A.M. Leonard Inc. when the Goods are delivered to a carrier for transportation. Seller shall provide A.M. Leonard Inc. all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading, and any other documents necessary to release the Goods to A.M. Leonard Inc. on the date that Seller delivers the Goods to the transportation carrier. A.M. Leonard Inc.’s order numbers and symbols and identification numbers must be plainly marked on all invoices, packages, bill of lading, and shipped orders. Packing lists shall accompany each box or package shipment showing A.M. Leonard Inc.’s Purchase order number, item number, and description of materials. A.M. Leonard Inc.’s counts or weight shall be final and conclusive on shipments not accompanied by packing lists. The Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence, and any other documents pertaining to the Order. 
14. Inspection and Rejection of Nonconforming Goods. A.M. Leonard Inc. has the right to inspect the Goods on or after the Delivery Date. and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If A.M. Leonard Inc. rejects any portion of the Goods, A.M. Leonard Inc. has the right, effective upon written notice to Seller, to: (a) rescind the Order in its entirety; (b) accept the Goods at a reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If A.M. Leonard Inc. requires replacement of the Goods, Seller shall, at its expense within agreed upon time replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, A.M. Leonard Inc. may replace them with goods from a third party and charge Seller the cost thereof and terminate this Order for cause pursuant to Section 20. If A.M. Leonard Inc. rejects any portion of the Goods, Seller must perform a root cause analysis to determine why the Goods did not meet A.M. Leonard Inc.’s specifications as identified in the Order. Any inspection or other action by A.M. Leonard Inc. under this Section shall not reduce or otherwise affect Seller's obligations under the Order, and A.M. Leonard Inc. shall have the right to conduct further inspections after Seller has carried out its remedial actions. 
15. Payment Terms. Seller shall issue an invoice to A.M. Leonard Inc. on or any time after the completion of delivery and only in accordance with the Terms. Unless specified on the Purchase Order, A.M. Leonard Inc. shall pay all properly invoiced amounts due to Seller. A.M. Leonard Inc. receives Goods from Seller under this Order, or the Delivery Date as specified on this Order. A.M. Leonard Inc. shall not pay any amounts disputed by A.M. Leonard Inc. in good faith under this Order. A.M. Leonard Inc. shall only pay for Goods actually delivered under this Order and shall not pay for any Goods on the Order that have not been delivered by Seller. All payments hereunder must be in US dollars. In the event of a payment dispute, A.M. Leonard Inc. shall deliver a written statement to Seller no later than ten (10) days prior to the date payment is due on the disputed invoice listing all disputed items and providing a detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth on the purchase order. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any such dispute.
16. Warranties. Seller warrants to A.M. Leonard Inc. that all Goods will: (a) be free from any defects in workmanship, material, and design. conform to applicable specifications, drawings, designs, samples, and other requirements specified by A.M. Leonard Inc. be fit for their intended purpose and operate as intended; (d) be merchantable be free and clear of all liens, security interests or other encumbrances; and not infringe or misappropriate any third party's patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance, or payment of or for the Goods by A.M. Leonard Inc. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of A.M. Leonard Inc.'s discovery of the noncompliance of the Goods with the foregoing warranties. If A.M. Leonard Inc. gives Seller notice of noncompliance with this Section, Seller shall, at its own cost and expense, promptly replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to A.M. Leonard Inc.
17. General Indemnification. Seller shall defend, indemnify and hold harmless A.M. Leonard Inc. and A.M. Leonard Inc.'s parent companies, their subsidiaries, affiliates, successors or assigns, and their respective directors, officers, shareholders and employees, and A.M. Leonard Inc.'s customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without A.M. Leonard Inc.'s or Indemnitee's prior written consent.
18. Intellectual Property Indemnification. Seller shall, at its sole expense, defend, indemnify, and hold harmless A.M. Leonard Inc. and any Indemnitee against any and all Losses arising out of or in connection with any claim that A.M. Leonard Inc.'s or Indemnitee's use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any settlement without A.M. Leonard Inc.'s or Indemnitee's prior written consent.
19. Insurance. During the term of the Order, and for the duration of the warranty period, Seller shall, at its sole expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than one million ($1,000,000) with financially sound and reputable insurers. Upon A.M. Leonard Inc.'s request, Seller shall provide A.M. Leonard Inc. with a certificate of insurance from Seller's insurer evidencing the insurance coverage specified in this Order. The certificate of insurance shall name A.M. Leonard Inc. as an additional insured. Seller shall provide A.M. Leonard Inc. with 30 days' advance written notice in the event of a cancellation or material change in Seller's insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against A.M. Leonard Inc.'s insurers and A.M. Leonard Inc. or the Indemnitees.
20. Compliance with Law. Seller is following and shall comply with all applicable laws, regulations, and ordinances. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Order. Seller shall comply with all export and import laws of all countries involved in the sale of Goods under this Order. Seller assumes all responsibility for shipments of Goods requiring any government import clearance.
21. Termination. A.M. Leonard Inc. may terminate this Order, in whole or in part, at any time with or without cause for undelivered Goods on five (5) days' prior written notice to Seller. In the event A.M. Leonard Inc. terminates this order for undelivered Goods, Seller shall pay A.M. Leonard Inc. for all costs associated with acquiring replacement Goods including any costs in excess of what A.M. Leonard Inc. was to pay Seller for Goods under the Order, shipping, handling, expedition costs, and delivery. In addition to any remedies that may be provided under these Terms, A.M. Leonard Inc. may terminate this Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against its proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors, then the A.M. Leonard Inc. may terminate this Order upon written notice to Seller. If A.M. Leonard Inc. terminates the Order for any reason, Seller's sole and exclusive remedy is payment for the Goods received and accepted by A.M. Leonard Inc. prior to the termination.
22. Limitation of Liability. Nothing in this Order shall exclude or limit (a) Seller's liability under Sections 15, 16, 17, 18, and 23 hereof, or (b) Seller's liability for fraud, personal injury or death caused by its negligence or willful misconduct.
23. Waiver. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
24. Confidential Information. All non-public, confidential or proprietary information of the A.M. Leonard Inc., including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by A.M. Leonard Inc. to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by A.M. Leonard Inc. in writing. Upon A.M. Leonard Inc.'s request, Seller shall promptly return all documents and other materials received from A.M. Leonard Inc. A.M. Leonard Inc. shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.
25. Force Majeure. Neither party shall be liable to the other for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party's fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable ("Force Majeure Event"). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, embargoes, or industrial disturbances. Seller's economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Order. If a Force Majeure Event prevents Seller from carrying out its obligations under the Order for a continuous period of more than five (5) business days, A.M. Leonard Inc. may terminate this Order immediately by giving written notice to Seller pursuant to Section 20.
26. Assignment. Seller shall not assign, transfer, delegate, or subcontract any of its rights or obligations under the Order without the prior written consent of A.M. Leonard Inc. Any assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. A.M. Leonard Inc. may at any time assign, transfer, or subcontract any or all of its rights or obligations under the Order without Seller's prior written consent. 
27. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Order.
28. No Third-Party Beneficiaries. This Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
29. Governing Law. All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule whether of the State of Ohio or any other jurisdiction that would cause the application of the laws of any jurisdiction other than those of the State of Ohio.
30. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Order shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio in each case located in the City of Piqua and County of Miami, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
31. Cumulative Remedies. The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
32. Notices. All notices, request, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), email (with read receipt required) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
33. Severability. If any term or provision of this Order is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term, provision of this Agreement, invalidate, or render unenforceable such term or provision in any other jurisdiction.
34. Survival. Provisions of this Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Set-off, Warranties, General Indemnification, Intellectual Property, Indemnification, Insurance, Compliance with Laws, Confidentiality, Governing Law, Submission to Jurisdiction/Arbitration, and Survival.

1. ACCEPTANCE: A purchase order becomes valid subject to the terms and conditions set forth herein, when accepted by the seller. No change in modification or of revision of this order shall be valid unless agreed to in writing A.M. Leonard. Any terms and conditions contained in Seller's acknowledgement of order (whether or not such different or additional terms and conditions materially after a purchase order) shall not be a part of the sales contract.
2. PATENT IDENTIFICATION: Seller shall defend, protect and hold harmless A.M. Leonard Inc., its successors, assigns customers, and users of its products, against all suits at law or in equity, and from all damages, claims and demands for actual alleged infringement of any United States or foreign patent by reason of the use or sale of the material ordered. In the event that either the sale or use of such goods is enjoined, Seller shall at its own expense; either procure for A.M. Leonard the right to continue using such goods or modify such goods so they become non-infringing, or remove same and refund the purchase price, including transportation, installation, removal and other changes incidental hereto. In making the purchase, A.M. Leonard does not recognize the validity of any patent.
3. DELIVERY: Deliveries of this order are to be made both in the quantities and at the time specified herein. In the event Vendor has delivery problems, Vendor agrees to notify Distributor immediately. If Seller's deliveries are not in the quantities or at the time specified therein, A.M. Leonard, without limiting its other rights and remedies, may direct expedited routing and any excess costs incurred thereby shall be debited to Seller's account. A.M. Leonard reserves the right to cancel all or any portion of the order if shipment is not made as specified. No charges will be allowed for packing, crating, drayage or storage without A.M. Leonard's written permission. Goods delivered in excess of amount called for in the order may be refused and returned at the Seller's expense.
4. SPECIFIED CARRIERS: All FOB Shipping Point deliveries are to be made only by A.M. Leonard's specified carriers. In the event that delivery is made by other than A.M. Leonard specified carrier, Seller will be debited 50% of actual freight or invoiced delivery charge, whichever is higher.
5. QUALITY: Material is subject to A.M. Leonard's inspection and approval at a reasonable time after delivery if specifications are not met, material may be returned at Seller's expense.
6. PAYMENT TERMS: Calculated from the date an acceptance invoice is received by A.M. Leonard, Inc.
7. CANCELLATION: A.M. Leonard reserves the right to cancel this order without liability to A.M. Leonard.
8. TERMINATION: A.M. Leonard may terminate work under this order in whole or in part.
9. COMPLIANCE WITH LAWS: Seller warrants that in the performance of this order, it has complied with or will comply with poall applicable Federal, State, or Local Laws, rules, regulations, or ordinances. By acceptance of this order, Seller represents that the prices to be charged for goods or services hereby will not violate any governmental laws or regulations.
10. A.M. LEONARD'S PROPERTY: If material is furnished by A.M. Leonard in connection with this order on other than a charge basis, Seller shall be solely responsible for all such material.
11. COUNTRY OF ORIGIN: A.M. Leonard, INC. supports BUY AMERICAN programs whenever possible. We must know country of origin on all products we carry.
12. VENUE: Any controversy of claim shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association or by litigation. In any event, arbitration, and/or litigation shall be conducted under the laws of the State of Ohio, city of Piqua, in Miami County.