Terms and Conditions

1.
GENERAL.    These terms and conditions shall apply to all current purchase orders, and to all subsequent purchase orders received by Seller from Follett Corporation ("Buyer"), or any Follett Business Unit, whether received by mail, by telephone, or by electronic means (each a “Purchase Order”). These terms, conditions, and instructions shall apply to all transactions between Seller and Buyer until such further notice, unless Seller’s written objections are received by Buyer within thirty (30) days after Seller’s receipt of the Purchase Order.

2.
CONTRACT.    The parties hereto agree that these terms and conditions shall be a contract subject to all applicable federal, state, and local laws, rules, regulations and ordinances, and delivery of any goods or performance of any service (hereinafter referred to as "Goods") covered by these terms and conditions shall constitute Seller's representation to Buyer that there has been full compliance herewith and that Goods delivered conform thereto. These terms and conditions, including the pertinent drawings and specifications, if any, shall constitute the entire agreement between the parties hereto and shall supersede all prior offers, negotiations, and agreements relating to the subject matter herein. Notwithstanding the above, in the event of a discrepancy between this purchase order and a master purchase or supply agreement which governs the purchase and sale of the goods in issue, the terms of such master agreement shall be controlling and shall take precedence over these terms, conditions and instructions and any additional or different terms contained in any document generated by Seller. No "customs or usages" of any trade or business shall apply. Buyer rejects the inclusion of any additional or different conditions proposed by Seller in accepting this order, and if such are included in Seller's acceptance, a contract for sale will result only upon Buyer's acceptance of conditions stated herein.

3.
SHIPMENT AND DELIVERY.    Seller shall comply with the routing terms indicated and updated on the link “Trading Partners” that is found within Follett’s website at (www.follett.com/partners). Any change in cost of the Goods due to the Seller's failure to comply with those routing terms, will be assumed by the Seller. Buyer shall have the right to cancel the Purchase Order upon written notice to Seller at Seller's address as shown on the face of the Purchase Order if delivery is not or cannot be made in accordance with the purchase terms.If shipment will not be delivered on-time, Seller must notify Buyer in writing of the delay. Buyer may decline acceptance of late delivered goods that do not have prior written approval from Buyer. At Buyer’s discretion, a 2% discount may be applied to late shipments.If expedited delivery is needed because of Seller-caused delays, Seller will pay shipping charges. Buyer may request Advanced Shipping Notice on shipments of 1000 lbs. or more.The Purchase Order number must appear on all invoices, packing lists, shipping papers and packages.

4.
DEFECTIVE GOODS.    If the Goods are found defective, Buyer shall notify Seller, and Buyer shall have the right to require prompt correction by Seller at Seller's expense, or Buyer may correct the Goods and charge Seller for the cost of making that correction. Such correction will not affect a warranty, if any exists, on the Goods. If correction is impracticable, Seller shall promptly replace the Goods at its own expense and risk. In the alternative, Buyer may reject and return the defective Goods for a refund by the Seller, such refund to include cost of shipment back to Seller.

5.
WARRANTY.    Seller warrants for a period of one year from the date of purchase or Seller’s minimum warranty period, whichever is greater, that the Goods shall be free from all defects in design, workmanship and materials, that the Goods are merchantable and fit for the purpose intended, and that all services shall conform to industry standards.Seller will pass through or assign to Buyer any third party's warranty which Seller receives in connection with any product provided to Buyer. Notice regarding warranty claims raised by Buyer due to defects and/or non-conformities in the equipment or in the operation of the equipment shall be given to Seller, and upon receipt of such a notice, Seller shall take the reasonable steps necessary to effect repair of the equipment.

6.
REMEDIES.    The Buyer's rights and remedies provided herein shall be cumulative to any other rights and remedies provided by law or equity.

7.
CHANGES.    No change may be made regarding drawings, specifications, or instructions in connection with the Goods, place of delivery, time or method of shipment or to require changed or additional Goods unless such changes are agreed to in writing by both parties.

8.
FORCE MAJEURE.    Delays in delivery beyond the time specified in this Purchase Order due to causes beyond the control and without fault or negligence of Seller may be excused in writing by Buyer if Seller notifies Buyer in writing of the cause of such delay within a reasonable time after such delay commences.

9.
NO ASSIGNMENT.    Seller will not assign this Purchase Order or any interest therein and may not subcontract out any part of its obligations under this Purchase Order.

10.
PATENT, TRADEMARKS AND COPYRIGHT INDEMNIFICATION.    Seller agrees to indemnify, defend and hold harmless Buyer from any and all loss, damages, liability, claims, demands and suits at law or equity for actual or alleged infringement of any patent, service mark, trademark or copyrights arising from the purchase, use or sale of the Goods, as well as to pay all royalty and license fees required for the continued use and/or sale of the Goods, except insofar as the Purchase Order calls for items to be manufactured or supplied in accordance with Buyer's drawings and specifications.

11.
TERMINATION.    The Buyer may terminate performance of the work or delivery under the Purchase Order in whole or in part at any time by written notice to the Seller. Such termination shall be effective in the manner and on the date specified in the notice. Upon receipt of such notice, Seller shall immediately discontinue all work and the placing of all orders in connection with the performance of the Purchase Order and shall proceed to cancel promptly all existing orders. Buyer shall be responsible only for costs incurred by Seller prior to the date the Seller received the termination notice.

12.
INDEMNITY.    Seller agrees to indemnify, defend and hold harmless Buyer from and against any and all liability, loss, damage, costs, attorneys' fees, or any other expense, which arises out of any claim or suit for damages, injunction or other relief on account of injury or death of any person, damage to any property, public charges and penalties, or any demand, liability or lien in connection with the negligent or willful acts or omissions of Seller in furnishing the Goods.

13.
INSURANCE.    If the Goods covered by the Purchase Order, or any part thereof, are performed, or deliveries made by Seller on Buyer's property, Seller will carry public liability, automobile liability, and workers' compensation insurance in amounts satisfactory to Buyer. Insurance certificates shall be furnished to Buyer on request.

14.
GOVERNING LAW.    The Purchase Order shall be governed by the laws of the State of Illinois.

15.
SEVERABILITY.    The Purchase Order shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. If any part of the Purchase Order is not enforceable, the remaining provisions shall remain valid and enforceable to the maximum extent allowed by law.

16.
NON-WAIVER.    Any failure on Buyer's part to insist upon the strict performance of any term or condition of the Purchase Order shall not be deemed a waiver of any of Buyer's rights or remedies, including the right to insist on the strict performance of the same. No waiver or other modification to the Purchase Order will be valid unless it is in writing and is signed by the Buyer.

17.
ELECTRONIC TRANSACTIONS.    If Seller and Buyer have mutually agreed to the use of an Electronic Data Interchange (“EDI”) system to facilitate purchase and sales transactions, Seller agrees:(a) That it shall not contest (a) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (b) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form;(b) That it shall use proper security procedures to protect EDI records from improper access; and (c) That the records maintained by Buyer shall be controlling.

18.
PAYMENT TERMS.    Buyer’s payment terms are NET 30 days.Payment terms are calculated from the following: 1. The date the invoice is sent to Follett via EDI2. The original date of the invoice (paper invoice suppliers)If Seller and Buyer have mutually agreed to an Automated Clearing House to facilitate purchase and sale transactions, the payment term in the Purchase Order shall be extended by five (5) days.W-9 requirements: In order for new suppliers to receive payment, Follett MUST have a valid W-9 form on file for 1099 tax reporting purposes.

APPENDIX
Appendix to Terms and Conditions Vendor Code of Conduct for Goods and Services Not for Resale

Follett purchases over $1 billion per year on goods and services from its supplier network. Follett has been in business over 100 years and has worked hard to establish a reputation for honesty and fairness with customers, suppliers, employees, shareholders, communities and government entities. Follett purchases goods and services on the basis of price, quality, safety and the value they provide to Follett. This Vendor Code of Conduct outlines standards for business conduct for all suppliers who do business with Follett.

LEGAL AND REGULATORY COMPLIANCE PRACTICES

All Follett Vendors and their Representatives shall conduct their business activities in full compliance with the applicable laws and regulations of their respective countries while conducting business with and/or on behalf of Follett. In addition to any specific obligations under Vendor’s agreement with Follett, all Follett Vendors shall, without limitation:

· Comply with all applicable trade control regulations and applicable laws as well as all export, re-export and import restrictions.

· Conduct business in full compliance with antitrust and fair competition laws that govern the jurisdictions in which they conduct business.

· Comply with all applicable environmental laws and regulations regarding hazardous materials, air emissions, waste and wastewater discharges, including the manufacture, transportation, storage, disposal, and release to the environment of such materials.

· Be honest, direct, and truthful in discussions with regulatory agency representatives and government officials.

· Not participate in international boycotts that are not sanctioned by the U.S. government or required by applicable laws.

· Comply with the anti-corruption laws of the countries in which it does business, including the United States Foreign Corrupt Practices Act, and not make any direct or indirect payments or promises of payments to foreign government officials for the purpose of inducing the individual to misuse his/her position to obtain or retain business.

· Provide equal employment opportunity to all employees and applicants for employment without regard to race, sex, color, creed, religion, national origin, age, disability, marital status or sexual orientation in accordance with all applicable laws, directives and regulations of federal, state and city entities.

BUSINESS PRACTICES

Follett Vendors and their Representatives shall conduct their business interactions and activities with integrity and in accordance with their obligations under their specific agreements with Follett. In addition to any specific obligations under Vendor’s agreement with Follett, all Follett Vendors shall, without limitation, abide by the following:

· Honestly and accurately record and report all business information and comply with all applicable laws regarding their completion and accuracy.

· The Vendor’s conduct does not negatively impact the intellectual property ownership rights of Follett and others including, but not limited to, copyrights, trademarks, patents and trade secrets.

· The Vendor and/or its Representatives will refrain from giving Follett employees an individual gift or a combination of gifts with a value greater than $100.00 in a given year (or any lower amount in accordance with applicable laws) and never offer a bribe, kickback, bartering arrangement for goods or services, and/or any other incentive to a Follett employee in order to obtain or retain Follett business. Use good judgment, discretion, and moderation when offering gifts or entertainment to Follett employees and avoid causing a Follett employee to breach his or her ethical or professional obligations, including those set forth in Follett’s Employee Code of Conduct. The Employee Code can be obtained by calling (708) 437 2320.

· The Vendor will calculate the price(s) contained in any bid or proposal independently, without collusion, consultation, communication, or agreement with any other competing Vendor for the purpose of restricting competition.

· Unless otherwise required by law, the price(s) which the Vendor quotes in its bid or proposal will not knowingly be disclosed by the Vendor, directly or indirectly, to any other competing Vendor prior to the closing date for bids or proposals.

· The Vendor will not make any attempt to induce any other individual or entity to submit or not to submit a bid or proposal to Follett.

· The Vendor will not engage in any conduct that causes, or is likely to cause, a Follett employee to breach his or her confidentiality, ethical or professional obligations, including those set forth in Follett’s Employee Code of Conduct. In the event a Follett employee is believed to have acted improperly, Vendor will call Follett Ethics Hotline at (800) 243 9930 or otherwise notify Follett of such conduct.

· Vendors and/or their Representatives will not deal directly with any Follett employee whose spouse, domestic partner, or other family member or relative holds a significant financial interest in, or exercises substantial control of, the Vendor. Dealing directly in the course of negotiating the Vendor agreement or performing the Vendor’s obligations with a spouse, domestic partner, or other family member or relative who is employed by Follett is also prohibited.

· If circumstances arise where it is in the best interest of Follett to deal with outside organizations associated with Follett persons, including Follett shareholders, such dealing must be approved in advance by the Board or an appropriate officer with no interest in the matter. Disclosure of any such persons must be provided when completing the Vendor Information Sheet.

Follett reserves the right to change the Terms and Conditions from time to time or may require additional Terms and Conditions based on the specific Follett Business Entity involved. Published January 11, 2008

Effective through: 03/31/2015