PRISM WORLDWIDE, LLC PURCHASE ORDERS TERMS

1. Offer and Acceptance. This purchase order is only an offer, and is conditioned on vendor’s (“Seller”) acceptance of and adherence to these terms and conditions. Seller may accept this purchase order only as presented and may not condition its acceptance on Prism’s (“Prism”) consent to any terms or conditions which deviate from this purchase order. Prism hereby objects to any attempt by Seller to condition Prism’s acceptance on any such terms or conditions, and Prism’s objection shall not be waived by acceptance of the goods described in this purchase order (“Goods”). Seller may indicate its acceptance by written confirmation or shipment of the Goods.

2. Nonconforming Tender. Seller shall ship the Goods according to Prism’s requirements as set forth herein. Goods that do not conform to the terms of this purchase order, including Goods provided in a lesser or greater amount than ordered or Goods that, in whole or in part, are not: (a) delivered timely, (b) as represented or warranted, (c) fit for the purpose sold or otherwise defective, or (d) consistent with samples shall constitute a nonconforming tender. In the event of a nonconforming tender, Prism shall retain all rights under this purchase order or under law or in equity, including for any or all of the Goods in question, to: (i) accept the Goods, (ii) cancel Prism’s order, (iii) refuse to receive the Goods or (iv) return the Goods at Seller’s expense. Prism’s receipt of nonconforming tenders shall not waive any claim or right it may have.

3. Compliance With Laws; Seller Covenants. Seller covenants, warrants and represents that all Goods comprising each shipment or other delivery made by Seller to Prism, as of the date of such shipment or delivery: (i) comply with all federal, state and local laws, ordinances and codes (collectively, “Applicable Laws”); (ii) comply as to prices, terms of sale and promotional discounts and allowances with trade regulation laws and the rules and regulations issued thereunder; (iii) conform with the provisions of the Consumer Product Safety Act, and the rules and regulations thereunder; (iv) shall meet any published specifications, if any, concerning the Goods; (v) shall be free from defects in material and workmanship and shall be fit and safe for the use or uses for which they are produced; and (vi) shall not infringe or violate any intellectual property or other proprietary rights of any third parties.

4. Indemnification. Seller shall defend, indemnify and hold harmless Prism, its officers, Board members, employees, agents, contractors, affiliates and subsidiaries from any and all claims, suits, proceedings, liabilities, losses, damages, penalties, fines, costs and expenses (including reasonable attorneys’ fees and expenses) (“Claims”) arising from or relating to Your breach of the terms, conditions, covenants, guarantees, representations and/or warranties contained in this purchase order.

5. Limitation On Damages. IN NO EVENT SHALL PRISM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THIS PURCHASE ORDER, EVEN IF PRISM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. General. This Purchase order is governed by and construed under the laws of the State of Washington, without regard to any conflicts of law principles to the contrary. You may not assign, delegate or otherwise transfer this Purchase order or any of its rights or obligations hereunder without Prism’s prior written approval. Any notice or request hereunder shall be made in writing delivered in person to an authorized officer of the respective party or mailed or transmitted by written communication including facsimile to the respective addresses of each of Prism and Seller shown in this purchase order. No omission or delay on the part of either Prism or Seller shall be deemed to constitute a waiver of any of the other party. In any action or proceeding to enforce any of the terms or provisions of this purchase order, or on account of the breach hereof, the party prevailing shall be entitled to recover all its expenses, including, without limitation, reasonable attorney’s fees and costs.

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