Paulstra CRC

Global Terms and Conditions of Purchase

Applicability
Acceptance
Time Period
Extra Charges
Quantities; Material Releases
Requirements
Delivery
Packaging; Marking; Shipping; Disclosure; Ingredient disclosure; Special Warnings and Instructions
Payment Terms
Taxes
Extra Products
Inspection; Audit
Non-Conforming Products
Service and Replacement Parts
Customer Requirements
Changes
Delays
Warranty
Indemnification
Insurance
Remedies
Intellectual Property
Termination for Breach or Nonperformance

Termination
Insolvency
Transition of Supply
Assignment
Seller Standards, Quality and Development; PPAP; Required Programs
Set-Off Recoupment
Applicable Law
Specification Review
Paulstra’s Property
Seller’s Property
Relationship of Parties
Customs; Related Matters
Compliance with Laws: Ethics

Applicability. The following Paulstra CRC Corporation Global Terms and Conditions of Purchase (“Terms”) are applicable to all purchases by Paulstra CRC Corporation (“Paulstra”) from a Seller of Products (“Seller”). Each purchase order or purchase order revision issued by Paulstra (“Order”) for the purchase of Products (“Products”) includes and is governed by these Global Terms and Conditions of Purchase. These Terms are the only conditions applying to the purchase of Products by Paulstra. Paulstra shall not be deemed to have waived any of these Terms if Paulstra fails to object to provisions appearing, or incorporated by reference in, or attached to any of Seller’s documents.

Acceptance. Seller accepts the Order, including these Terms, and forms a contract by doing any of the following: a) commencing any work under the Order; b) accepting the Order in writing; or c) any other conduct that recognizes the existence of a contract with respect to the subject matter of the Order. Paulstra’s offer to purchase Products from Seller is expressly conditioned upon Seller’s acceptance of these Terms. Any additional or different Terms proposed by Seller are un-acceptable to Paulstra and are expressly rejected by Paulstra and will not become part of the Order.

Paulstra Products Time Period. Subject to Paulstra’s termination rights, the agreement formed between Seller and Paulstra (“Contract”) is for one year from the date of the first purchase Order transmitted to Seller. Subject to Paulstra’s termination rights, the Contract between the parties will automatically renew for successive one-year periods after the initial term of one year, unless Seller provides written notice at least 180 days prior to the end of the current term of its desire that the Contract not be renewed.

Extra Charges. No additional charges of any kind including charges for boxing, packing, cartage, or other extras will be allowed unless specifically agreed to in writing in advance by Paulstra.

Quantities; Material Releases. Quantities listed in each purchase Order are estimated and are Paulstra’s best estimate of the quantities of Products it might purchase from Seller on the terms specified in the Order. Material releases are part of the Order, and are governed by these terms and are not independent contracts. Nothing in the other documents exchanged between the parties shall be deemed a representation of the quantity of Products to be purchased by Paulstra. References to estimated production volume or tooling capacity are not to be construed as representations of the quantity of Products to be purchased. Paulstra may change the rate of scheduled shipments or direct temporary suspension of scheduled shipments, neither of which entitles Seller to modify the price for Products. Paulstra is not obligated to accept early deliveries, late deliveries or excess deliveries

Requirements. Seller is obligated to supply all of Paulstra’s requirements for the Products and quantities as specified by Paulstra in Material Releases. Paulstra is required to purchase no more than those quantities identified in the Material Releases that are transmitted to Seller during the term of the Contract. Unless expressly stated in a signed agreement, Paulstra is not required to purchase Products exclusively from Seller. Seller agrees that time is of the essence under the Order.

Delivery. The obligation of Seller to meet the delivery dates, specifications, and quantities as set forth herein is of the essence of the Order. Unless otherwise agreed in writing by Paulstra, the risk of loss passes from Seller to Paulstra upon delivery to Paulstra’s transportation carrier (or if shipment is by Seller or common carrier, then upon delivery to Paulstra’s designated facility). Seller will pay all premium freight costs over normal freight costs if Seller needs to use an expedited shipping method to meet agreed delivery dates. Seller will pay any costs incurred by Paulstra, including costs charged by Paulstra’s customers to Paulstra, as a result of Seller’s failure to comply with shipping or delivery requirements. The Order number must appear on all correspondence, invoices, shipping papers, and packages received from Seller.

Paulstra Products Packaging; Marking; Shipping; Disclosure; Ingredient disclosure; Special Warnings and Instructions. Seller will: a) properly pack, mark and ship Products according to the requirements of Paulstra, the involved carriers and if applicable, the country of destination b) route shipments in accordance with Paulstra instructions c) properly mark each package with a label/tag according to Paulstra’s instructions d) provide with each shipment packing slips showing Order number and /or release number Paulstra’s part number, Seller’s part number(where applicable), number of pieces in the shipment, number of containers in shipment, Seller’s name and number and the bill of lading number e) promptly forward the original bill of lading or other shipment receipt for each shipment according to Paulstra’s instructions and carrier requirements. Seller will promptly furnish Paulstra with the following information in the form requested by Paulstra a) a list of all ingredients and materials in Products b) the amount of all ingredients c) information concerning any changes in or additions to such ingredients. Seller agrees to provide Paulstra sufficient warning and notice in writing (including appropriate labels including but not limited to, disposal and recycling instructions, material safety data sheets and certificates of analysis on the Products, containers and packing) of any hazardous material that is an ingredient or part of the Products, together with any special handling instructions that are needed to advise carriers, Paulstra and their employees of how to take appropriate measures and precautions while handling, transporting, processing, using or disposing of the Product, containers and packing.

Payment Terms. The Purchase Order will contain the payment term. The standard payment term is “Net 45”. Payment will be made in the currency expressly stated on the Order; if no such currency is noted, payment will be made in U.S. Dollars. Payment for tooling and/or capital equipment will be paid as stated on the Order or with the approval of Paulstra Purchasing. Paulstra may withhold payment pending evidence of receipt of any Product.

Taxes. Unless otherwise stated, the prices include all sales, use, excise, or similar taxes applicable to the Products furnished hereunder or the materials used in the manufacture thereof.

Extra Products. Products in excess of those specified will not be accepted and such Products will be held at Seller’s risk. Paulstra may, and at Seller’s direction shall, return such Products at Seller’s risk, and all transportation charges, both to and from the original destination, shall be paid by Seller.

Inspection; Audit. Upon reasonable notice to Seller, Paulstra may enter Seller’s facility to inspect the facility, Products, materials, and any of Paulstra’s property related to the Order. Paulstra’s inspection of Products whether during manufacture, prior to delivery, or within a reasonable time after delivery, does not constitute acceptance of any work-in-process or finished Products. Paulstra’s acceptance, inspection, or failure to inspect does not relieve Seller of any of its responsibilities or warranties. Nothing in the Order releases Seller from the obligation of testing, inspection and quality control.

Non-Conforming Products. All Products shall be received subject to Paulstra’s right of inspection and rejection. Defective Products or Products not in accordance with Paulstra’s specifications will be held for Seller’s instruction at Seller’s risk and if Seller so directs, will be returned at Seller’s expense. If inspection discloses that part of the Products received are not in accordance with Paulstra’s specifications, Paulstra shall have the right to cancel any unshipped portion of the Order. Seller will not replace reduced quantities without a new Release from Paulstra. In addition to other remedies available to Paulstra, Seller agrees to accept return, at Seller’s risk and expense, at full invoice price, plus transportation charges, and to replace defective Products as Paulstra deems necessary, and Seller will reimburse Paulstra for all reasonable expenses that result from any rejection or correction of defective Products. Seller will document corrective actions within a commercially reasonable period after receipt of a defective sample and will take whatever measures are necessary to correct the defect. Payment for nonconforming Products is not an acceptance, does not limit or impair Paulstra’s right to assert any legal or equitable remedy, and does not relieve Seller of responsibility for latent defects.

Paulstra Products Service and Replacement Parts. During the 15-year period after Paulstra completes current model purchases, Seller will sell Products to meet Paulstra’s past model service and replacement parts requirements. Unless otherwise agreed to by Paustra, the price during the first ten years of this period shall be those in effect at the conclusion of current model purchases. For an additional five years, or so long as Paulstra’s customer requires service parts, whichever is longer, (or a different period if agreed in writing by both parties), the Seller will sell Products to Paulstra in order to fulfill Paulstra’s past model service and replacement parts requirements, at prices equal to the most recent production prices under the Order taking into account actual, documented differences in the cost of materials, packaging, and costs of production after any of Paulstra’s current model purchases have been completed, as mutually and reasonably agreed by the parties. If the Products are systems or modules, Seller will sell each component or part at a price that does not, collectively, exceed the system or module price specified in the Order, less assembly costs, plus any actual cost differential for packaging.

Customer Requirements. Seller agrees to comply with the applicable terms and conditions of any agreements between Paulstra and its customer(s) in which Paulstra agrees to supply to customer(s) or incorporate into goods supplied to customer(s), Products purchased by Paulstra from Seller. Seller will do everything within its control to enable Paulstra to meet the terms and conditions of the customer(s). If Paulstra was directed by its customer to purchase from Seller and Seller has negotiated commercial terms with that customer: a) within 3 business days of any change in price, specifications or other terms negotiated or proposed between and the customer, Seller will notify Paulstra in writing and will immediately adjust its invoices to reflect any price reduction, provided that no change will be binding on Paulstra without Paulstra’ s specific written consent b) during the term of the Order and an additional three years, Paulstra may conduct audit(s) of the Order and any such changes, and the Seller will retain all pertinent records and cooperate fully with the audit c) if the audit(s) shows Seller’s noncompliance, Seller will reimburse Paulstra for any price discrepancy or other loss caused by it’s noncompliance.

Changes. Paulstra reserves the right to direct changes, or to cause Seller to make changes, to drawings, specifications, sub-Sellers, samples or descriptions of Products. Paulstra also reserves the right to change the scope of the work covered by the Order, including work with respect to such matters as inspection, testing or quality control. Paulstra may also direct the supply of raw materials from itself or from third parties. Seller will promptly make any such requested change. In order for Seller to request a reasonable adjustment in price or time for performance as a result of such a change, Seller must notify Paulstra of its request in writing within ten days after receiving notice of the change. Paulstra can request additional documentation from Seller relating to any change in specifications, price or time for performance. Seller will not make any change in the Product’s design, specifications, processing, packing, marking, shipping, price or date or place of delivery except with Paulstra’s written approval.

Delays. If Seller fails or refuses to proceed with an Order, or if Seller fails to make delivery according to the delivery schedule, Paulstra may cancel the then remaining balance of the Order unless the delay is an excusable delay. The term “excusable delay” as used in this paragraph means any delay in making deliveries which results without fault or negligence on the part of the Seller and which is due to causes beyond its control including, but not limited to, acts of God or of a public enemy, any preference, priority or allocation order issued by the Government or any other act of the Government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, and delays of a Seller due to such causes.

Warranty. Seller warrants that all Products covered by each Order or other description or specifications furnished by Paulstra shall be in accordance with such Order, description, or specifications and free from defects in material and workmanship and shall be merchantable and fit for the purpose intended. The warranty period is the longer of a) three years from the date Paulstra accepts the Products; b) the warranty period provided by applicable laws; or c) the warranty period offered by Paulstra or Paulstra’s customer to end-users for Supplies installed on or as part of vehicles. Seller will immediately notify Paulstra in writing when it becomes aware of any ingredient, component, design or defect in Products that is or may become harmful to persons or property. Paulstra approval of any design, drawing, material, process or specifications will not relieve Seller of these warranties.

Indemnification. Seller agrees to indemnify, hold harmless, and defend Paulstra, its directors, employees, agents, and representatives from and against all claims, losses, suits, damage, or injury, including attorney fees and costs, arising out of or related to the Products covered by this purchase Order, or from any negligent or wrongful act or omission of Seller or Seller’s agents, employees or subcontractors, or any breach or failure by Seller to comply with any of Seller’s representations or other terms and conditions of an Order (including any part of these Terms).

Insurance. Seller shall maintain insurance coverage with carriers (where applicable) and in amounts acceptable to Paulstra. Seller shall furnish to Paulstra either a certificate showing compliance with these insurance requirements or certified copies of all insurance policies within 10 days of Paulstra’s written request. The certificates will provide that Paulstra will receive 30 days prior written notice from the insurer of any termination or reduction in the amount or scope of coverage. Seller’s furnishing of certificates of insurance or purchase of insurance shall not release Seller of its obligations or liabilities under this contract.

Remedies. The rights and remedies reserved to Paulstra in this contract shall be cumulative with, and additional to, all other or further remedies provided in law or equity. Without limiting the foregoing, should any Products fail to conform to the warranties set forth in these Terms, Paulstra shall notify Seller and Seller shall, if requested by Paulstra, reimburse Paulstra for any incidental and consequential damages caused by such nonconforming Products, including, but not limited to, costs, expenses and losses incurred by Paulstra: a) for inspecting, sorting, repairing, or replacing such non- conforming Products b)resulting from production interruptions; c)conducting recall campaigns or other corrective service actions; and d) claims for personal injury (including death) or property damage caused by such nonconforming Products.

Paulstra Products Intellectual Property. Seller agrees: a) to defend, hold harmless and indemnify Paulstra, its successors and customers against any claims of infringement (including patent, trademark, copyright, industrial design right, or other propriety right, or misuse or misappropriation of trade secret) and resulting damages and expenses (including attorney’s and other professional fees) arising in any way in relation to the Products or services contracted, including such claims where Seller has provided only part of the Products or services; b) That Paulstra or Paulstra’s subcontractor has the right to repair, reconstruct, or rebuild the specific Products delivered under this contract without payment of any royalty to Seller; c) that Products manufactured based on Paulstra’s drawings and/or specifications may not be used for Seller’s own use or sold to third parties without Paulstra’s express written authorization; and d) to the extent that this contract is issued for the creation of copyrightable works, the works shall be considered “works made for hire”; to the extent that the works do not qualify as “works made for hire,” Seller hereby assigns to Paulstra all right, title and interest in all copyrights and moral rights therein.

Termination for Breach or Nonperformance. Paulstra may terminate all or any part of the Order, without liability to Seller, if Seller: (a) repudiates, breaches or threatens to breach any of the terms of the Order; (b) fails or threatens not to deliver Product or perform services in connection with the Order; (c) fails to make progress or to meet reasonable quality requirements so as to jeopardize timely and proper completion or delivery of Products and does not correct the failure or breach within 10 days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from Paulstra specifying the failure or breach; or (d) enters or offers to enter into a transaction that includes a sale of a substantial portion of its assets used for the production of Products for Paulstra or a merger, sale or exchange of stock or other equity interests that would result in a change in control of Seller. Seller will notify Paulstra within ten days after entering into any negotiations that could lead to the situation specified in subsection (d) above, provided that upon Seller's request, Paulstra will enter into an appropriate nondisclosure agreement related to information disclosed to Paulstra in relation to such transaction.

Termination. In addition to any other rights of Paulstra to cancel or terminate the Order, Paulstra may in its sole discretion terminate all or any part of the Order at any time and for any reason by giving at least 14 days written notice to Seller. Upon receipt of notice of termination, and unless otherwise directed by Paulstra, Seller will: (a) promptly terminate all work under the Order; (b) transfer title and deliver to Paulstra the finished Product, the work in process, and the parts and materials that Seller reasonably produced or acquired according to quantities ordered by Paulstra and that Seller cannot use in producing goods for itself or for others; (c) verify and settle any claims by subcontractors for actual costs incurred directly as a result of the termination and ensure the recovery of materials in subcontractors' possession; (d) take actions reasonably necessary to protect property in Seller's possession in which Paulstra has an interest until disposal instruction from Paulstra has been received; and (e) upon Paulstra's request, cooperate with Paulstra in transferring the production of Products to a different supplier, including as described in Section 26. Upon termination by Paulstra under this Section, Paulstra will be obligated to pay only the following: (i) the Order price for all finished Product in the quantities ordered by Paulstra that conform to the Order; (ii) Seller's reasonable actual cost of merchantable and useable work-in-process and the parts and materials transferred to Paulstra under part (b) above; (iii) Seller's reasonable actual costs of settling claims regarding its obligations to its subcontractors required under the Order, to the extent directly caused by the termination; and (iv) Seller's reasonable actual cost of carrying out its obligation under subsection (d). Notwithstanding any other provision, Paulstra will have no obligation for and will not be required to pay Seller, directly or on account of claims by Seller's subcontractors, for loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, tooling, facilities and equipment rearrangement costs or rental, unamortized capital or depreciation costs, finished goods, work-in-process or raw materials that Seller fabricates or purchases in amounts exceeding those authorized in the Material Releases, or general administrative burden charges from termination of the Order, except as otherwise expressly agreed in a separate Order issued by Paulstra. Paulstra's obligation upon termination under this Section will not exceed the obligation Paulstra would have had to Seller in the absence of termination. Seller will furnish to Paulstra, within one month after the date of termination (or such shorter period as may be required by Paulstra's customer), its termination claim, which will consist exclusively of the items of Paulstra's obligation to Seller that are expressly permitted by this Section. Paulstra may audit Seller's records before or after payment to verify amounts requested in Seller's termination claim. Paulstra will have no obligation for payment to Seller under this Section if Paulstra terminates the Order or portion thereof because of a default or breach by Seller.

Insolvency. Paulstra may immediately terminate this Contract without liability to Seller in any of the following or comparable events occur a) Seller becomes insolvent b) Filing of any involuntary petition in bankruptcy against Seller c) Filing of a voluntary petition in bankruptcy by Seller d) Appointment of a receiver or trustee for Seller e) Seller executes an assignment for the benefit of creditors. Seller will reimburse Paulstra for all costs incurred by Paulstra in connection with any of the foregoing, including but not limited to, all attorneys or other professional fees.

Transition of Supply. In connection with termination of the Order by either party, or Paulstra’s other decision to change to an alternate source of Products, the Seller will cooperate in the transition of supply including the following: a) Seller will continue production and delivery of Supplies as ordered by Paulstra, at the price and any other terms stated in the Order, without premium or other conditions, during the entire period reasonably needed by Paulstra to complete the transition to the alternate Seller(s), such that Seller’s action or inaction causes no interruption in Paulstra’s ability to obtain Products as needed; and b) at no cost to Paulstra, Seller will promptly provide all requested information and documentation regarding and access to Seller’s manufacturing process, including on-site inspections, bill of material data, tooling and process detail and samples of Products and components; and c) subject to Seller’s reasonable capacity constraints, Seller will provide, at its cost, special overtime production, storage and/or management of extra inventory of Products. If the transition occurs for reasons other than Seller’s termination or breach, Paulstra will, at the end of the transition period, pay the reasonable, actual cost of transition support as requested and incurred, provided that Seller has advised Paulstra prior to incurring such amounts of its estimate of such costs.

Assignment. Seller shall not assign or transfer this Order or any interest therein without the written consent of Paulstra.

Seller Standards, Quality and Development; PPAP; Required Programs. Seller will conform to the quality control and other standards and inspection systems as established or directed by Paulstra and Paulstra’s customer, including without limitation quality control policies, ISO 9001:2000 or ISO/TS 16949:2002 quality certification, OHSAS 18001 health and safety certification and ISO 14001 environmental certification including registration. Seller will also participate in Paulstra’s Seller quality and development programs as directed by Paulstra. Seller agrees to meet the full requirements of industry Production Part Approval Processes (PPAP) as specified by Paulstra and (as applicable) Paulstra’s customer(s) and agrees to present this information to Paulstra upon request, at the level requested.

Set-Off Recoupment. In addition to any right of setoff or recoupment provided by law, all amounts due to Seller will be considered net of indebtedness of Seller and its affiliates to Paulstra and its affiliates or subsidiaries. Paulstra will have the right to set off against or to recoup from any payment or other obligation owed to Seller, in whole or in part, any amounts due to Paulstra or its affiliates or subsidiaries from Seller or its affiliates or subsidiaries. Paulstra will provide Seller with a statement describing any offset or recoupment taken by Paulstra.

Applicable Law. Any Purchase Order or Contract between Seller and Paulstra shall be governed by the laws of the state of Michigan; without regard to any conflict of laws provisions that might otherwise apply. Litigation arising from or relating to a Purchase Order or a Contract shall be brought only in a state or federal court in the state of Michigan. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict of law provisions that would require application of another choice of law, are excluded.

Specification Review. All dimensional, material, and test requirements have been reviewed by Seller and are understood by Seller. Seller agrees that they are feasible and is quoting in full compliance with those requirements.

Paulstra’s Property. All Tooling (including fixtures, gauges, jigs, patterns, castings, dies and molds with all related appurtenances, accessions and accessories) and other materials and items furnished by Paulstra, either directly or indirectly to Seller, to perform the Order for which Paulstra has agreed to reimburse Seller collectively “Paulstra’s Property” will become property of Paulstra or its customer (including passage of title) as it is fabricated or acquired regardless of payment. Paulstra’s property will be held by Seller or by a third party to the extent that Seller has transferred possession of Paulstra’s property to a third party, and a bailment basis as a bailee-at-will. Seller bears the risk of loss and damage to Paulstra’s property. Seller is solely responsible for inspecting, testing and approving all Paulstra’s property prior to any use, and Seller assumes all risk of injury to persons or property arising from Paulstra’s property. Paulstra’s property will be housed, maintained, repaired, and replaced by Seller at Seller’s expense in good working condition capable of producing products meeting all applicable specifications, will not be used by Seller for any purpose other than the performance of the order, will be conspicuously marked by Seller as the property of Paulstra, will not be commingled with the property of Seller or with that of a third person, and will not be moved from Seller’s premises without Paulstra’s approval. Seller will insure Paulstra’s property with full fire and extended coverage insurance for its replacement value. Seller may not release or dispose of Paulstra’s property to any third party without the express written permission of Paulstra.

Seller’s Property. Seller, at its expense, will furnish, keep in good working condition capable of producing Products meeting all applicable specifications, and replace when necessary, all machinery, equipment, tools, jigs, dies, gauges, fixtures, molds, patterns and other items that are not Paulstra’s property, and that are necessary for the production of Products.

Relationship of Parties. Seller and Paulstra are independent contracting parties and nothing in the Order will make either party the employee, agent or legal representative of the other for any purpose. The Order does not grant either party any authority to assume or create any obligation on behalf of or in the name of the other.

Paulstra Products Customs; Related Matters. Credits or benefits resulting from the Order, including but not limited to trade credits, export credits, custom drawbacks, rebate of duties, taxes, or fees belong to Paulstra. Seller will provide all information and certificates (including NAFTA Certificates of Origin) required to allow Paulstra (or Paulstra customers) to receive these benefits or credits. For each shipment, Seller agrees to fulfill any customs or NAFTA related obligations, origins marking or labeling requirements, invoicing and documentation requirements of the destination country, and local content origin requirements. Export licenses or authorizations necessary for the export of Product are Seller’s responsibility unless otherwise indicated in the Order, in which case the Seller will provide the information necessary to enable Paulstra to obtain the licenses or authorizations. Seller will promptly notify Paulstra in writing of any materials or components used by Seller in filling the Order that Seller purchases in a country other than the country in which the Products are delivered. Seller will furnish any documentation and information necessary to establish the country of origin or to comply with the applicable country’s rules of origin requirements. Seller will advise Paulstra of any material or components imported into the country of origin and any duty included in the Products purchase price. If Products are manufactured in a country other than the country in which supplies are delivered, Seller will mark the Product “Made in (country of origin).” Seller will provide to Paulstra and the appropriate governmental agency the documentation necessary to determine the admissibility and the effect of entry of Product into the country in which the Products are delivered. Seller warrants that any information that is supplied to Paulstra about the import or export of Product is true and that all sales covered by the Order will be made at not less than fair value under the anti-dumping dumping laws of the countries to which the Products are exported.

Compliance with Laws: Ethics Seller, and any Products supplied by the Seller, shall comply with all applicable laws, including rules, regulations, orders, conventions, ordinances and standards that relate to the manufacture, labeling, transport, import, export, licensing, approval or certification of Products, including laws relating to environmental matters, hiring, wages, hours and conditions of employment, subcontractor selection, discrimination, occupational health or safety and motor vehicle safety., NAFTA and any other similar trade agreements. The Order incorporates by reference all clauses required by these laws. All materials used by Seller in the Products or Services in their manufacture will satisfy current governmental and safety constraints on restricted, toxic and hazardous materials as well as environmental, electrical and electromagnetic considerations that apply to the country of manufacture, sale or destination. At Paulstra request, Seller shall certify in writing its compliance and/or willingness to cooperate with any or all of the foregoing. Seller represents that any Products or Services purchased by Paulstra under an Order will not be produced with forced labor either by Seller or Seller’s Suppliers. Seller shall indemnify Paulstra against any liability Paulstra may incur if this representation is incorrect and Paulstra has the right to terminate an Order if there is a breach thereof. Also reference and act in accordance with the TOTAL SA Corporate Social Responsibility which includes (but not limited to) Ethics and Governance, Code of Conduct and Health, Safety Environment Quality Charter located at www.total.com.

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