A.K.O. Inc. Standard Terms and Conditions of Purchase

These Standard Terms and Conditions of Purchase are hereby incorporated by reference into, and form an integral part of, each Purchase Order issued by A.K.O. Inc. to Seller, unless expressly stated otherwise in a written agreement signed by an authorized representative of A.K.O. Inc.

1.   Definitions; Interpretation

1.1 Definitions. As used in these Standard Terms and Conditions of Purchase (these Terms), the following terms have the meanings set forth below:

1. AKO means A.K.O. Inc., a Connecticut corporation, together with its successors and permitted assigns, in its capacity as purchaser of Goods and/or Services under the Purchase Order.
2. Agreement means, collectively, the applicable Purchase Order, these Terms, and any specifications, statements of work, exhibits, schedules, or other documents that are expressly incorporated by reference in the Purchase Order or in these Terms.
3. Goods means all goods, materials, equipment, components, software (in object code form only unless otherwise expressly agreed in writing), supplies, and other tangible items to be furnished by Seller to AKO under the Agreement, including all packaging, labeling, instructions, manuals, and other documentation related thereto.
4. Services means all services, labor, work, consulting, installation, maintenance, support, or other activities to be performed by Seller for or on behalf of AKO under the Agreement, whether or not in conjunction with the supply of Goods.
5. Purchase Order or PO means the purchase order, order release, scheduling agreement, or other ordering document issued by AKO to Seller referencing these Terms, together with any written amendments thereto issued by AKO.
6. Seller means the person or entity identified as seller, vendor, contractor, consultant, or service provider in the Purchase Order, together with its successors and permitted assigns.
7. Specifications means all drawings, designs, blueprints, plans, technical data, samples, models, formulas, descriptions, requirements, quality standards, performance criteria, statements of work, and other specifications provided or approved by AKO in writing, whether referenced in the Purchase Order or provided separately.
8. Law or Laws means all applicable federal, state, provincial, local, and foreign laws, statutes, ordinances, rules, regulations, codes, orders, standards, and requirements, including those of any governmental authority having jurisdiction over the Parties, the Goods, the Services, or the place of delivery or performance.
9. Governmental Authority means any national, federal, state, provincial, local, municipal, or other governmental, regulatory, or administrative authority, agency, commission, body, court, or other entity.
10. Business Day means any day other than a Saturday, Sunday, or other day on which commercial banks in the governing law jurisdiction specified in Section 21 are authorized or required by Law to close.
11. Confidential Information has the meaning set forth in Section 16.1.
12. Intellectual Property Rights or IP Rights has the meaning set forth in Section 15.1.
13. Force Majeure Event has the meaning set forth in Section 13.1.

1.2 Interpretation. Unless the context clearly requires otherwise: (a) the singular includes the plural and vice versa; (b) the words including, includes, and include are deemed to be followed by the phrase without limitation; (c) references to Sections are to sections of these Terms; (d) references to any Law include such Law as amended, supplemented, or replaced and any successor thereto; and (e) headings are for convenience only and shall not affect interpretation. These Terms shall be construed without regard to any presumption or rule requiring construction against the party who drafted them.

1.3 Order of Precedence. In the event of any conflict or inconsistency between the provisions of these Terms and those of any Purchase Order or other document forming part of the Agreement, the following order of precedence shall apply, except as otherwise expressly agreed in a writing signed by an authorized representative of AKO: (1) a separately negotiated, fully executed master supply or services agreement between AKO and Seller expressly governing the subject matter of the Purchase Order; (2) the Purchase Order (exclusive of any pre-printed or standard terms and conditions of Seller, which are rejected as set forth in Section 2.3); (3) these Terms; and (4) any other document incorporated by reference. Handwritten or typed terms on the face of the Purchase Order that are expressly stated to modify these Terms shall prevail over conflicting printed provisions of these Terms, but only with respect to that Purchase Order.

2.   Offer, Acceptance, and Formation of Contract

2.1 Offer by AKO. Each Purchase Order issued by AKO constitutes an offer to purchase Goods and/or Services from Seller on the terms set forth in the Purchase Order and in these Terms. AKO may revoke or modify a Purchase Order at any time prior to Sellers acceptance as provided in this Section 2.

2.2 Acceptance by Seller. Seller shall be deemed to have accepted the Purchase Order, and a binding Agreement shall arise, upon the earliest of: (a) Sellers written acknowledgment or acceptance of the Purchase Order; (b) commencement of performance by Seller, including manufacture, shipment, or performance of Services; or (c) any other conduct by Seller that is consistent with acceptance. Any acceptance by Seller is expressly limited to the terms of the Agreement.

2.3 Rejection of Conflicting Terms. AKO expressly objects to and rejects any additional, different, or conflicting terms or conditions proposed by Seller in any quotation, confirmation, acknowledgment, invoice, website, shrink-wrap, click-wrap, or other document or communication, whether before or after issuance of the Purchase Order. No such additional or different terms shall become part of the Agreement unless expressly accepted in a writing signed by an authorized representative of AKO that specifically states that such terms are intended to modify these Terms. Performance by Seller without such written acceptance shall be deemed acceptance of the Agreement as offered by AKO.

2.4 Entire Agreement; Course of Dealing. The Agreement constitutes the complete and exclusive statement of the terms of the contract between AKO and Seller with respect to the subject matter of the Purchase Order and supersedes all prior or contemporaneous oral or written agreements, negotiations, understandings, or representations with respect thereto. No course of dealing, course of performance, usage of trade, or prior communications between the Parties shall modify, supplement, or explain any term of the Agreement except as expressly provided in a written amendment executed by AKO.

3.   Scope of Supply and Performance

3.1 Goods. Seller shall supply to AKO the Goods described in, and in the quantities specified in, the Purchase Order, strictly in accordance with the Specifications and the Agreement. Unless otherwise expressly stated in the Purchase Order, all Goods shall be new and unused, of current production, and free from refurbished or remanufactured components.

3.2 Services. If the Purchase Order includes Services, Seller shall perform such Services diligently, in a professional, workmanlike, and timely manner, in accordance with the highest standards of care, skill, and diligence applicable to reputable providers of similar services, and in accordance with the Agreement and all applicable Specifications and statements of work. Seller shall provide all labor, supervision, equipment, tools, and other resources necessary to perform the Services, except to the extent AKO expressly agrees in writing to provide specific items.

3.3 Mixed Transactions (Goods and Services). Where a Purchase Order includes both Goods and Services, the provisions of these Terms applicable to Goods shall govern with respect to the Goods, the provisions applicable to Services shall govern with respect to the Services, and the remaining provisions shall apply to both. Seller shall coordinate the supply of Goods and performance of Services so as to ensure timely and proper completion of the entire scope of work.

3.4 Subcontractors. Seller shall not subcontract any portion of its obligations under the Agreement without AKO’s prior written consent. Seller shall remain fully responsible for the acts, omissions, and performance of any approved subcontractors and their personnel to the same extent as for Sellers own acts, omissions, and performance.

4.   Price; Taxes; Invoicing and Payment

4.1 Prices. The prices for the Goods and/or Services are as stated in the Purchase Order and are firm, fixed, and not subject to increase for any reason, including increases in raw material, labor, transportation, or other costs, or for currency fluctuations, taxes, or tariffs, except as expressly agreed in a written amendment signed by AKO. In no event shall the prices charged to AKO exceed the lowest prices then being charged by Seller to other customers for the same or substantially similar goods or services in comparable quantities and under comparable conditions.

4.2 Price Inclusions. Unless otherwise expressly stated in the Purchase Order, the prices include: (a) all costs and expenses of Seller relating to the production, packaging, labeling, loading, and delivery of the Goods (in accordance with the delivery terms in Section 5); (b) all costs and expenses relating to the performance of the Services; and (c) all applicable taxes, duties, tariffs, and other governmental charges, except for applicable sales or use taxes that are separately stated on Sellers invoice and which AKO is legally obligated to pay.

4.3 Taxes. Seller is responsible for the collection and payment of all taxes, duties, and other governmental charges imposed on or with respect to the manufacture, sale, or delivery of the Goods or performance of the Services, except to the extent the Purchase Order expressly states that AKO will bear a particular tax. If AKO is exempt from any tax, Seller shall honor such exemption upon receipt of a valid exemption certificate from AKO.

4.4 Invoices. Seller shall submit accurate, complete, and itemized invoices to AKO after delivery of Goods and/or completion of Services, unless otherwise specified in the Purchase Order. Each invoice shall reference the applicable Purchase Order number, describe the Goods and/or Services supplied, state the quantities and unit prices, and include any documentation reasonably required by AKO to verify the amounts invoiced. AKO may return any invoice that fails to comply with these requirements, and any resulting delay in payment shall not constitute a breach by AKO.

4.5 Payment Terms. Unless otherwise expressly stated in the Purchase Order, payment shall be due 45 days after the later of: (a) AKO’s receipt of a proper invoice; and (b) AKO’s acceptance of the Goods or Services in accordance with Section 7. AKO may, at its option, take any cash discounts provided by Seller for early payment. Payment by AKO shall not be deemed acceptance of any Goods or Services, nor shall it waive any of AKO’s rights or remedies.

4.6 Setoff. AKO may set off, recoup, or deduct from any amounts due or to become due to Seller under the Agreement or any other agreement between the Parties any amounts that Seller owes to AKO, whether arising under the Agreement or otherwise, including for non-conforming Goods or Services, warranty claims, indemnity obligations, or other breaches.

5.   Delivery; Title and Risk of Loss; Packaging and Shipping

5.1 Delivery Terms; Time of the Essence. Time is of the essence with respect to Sellers obligations under the Agreement. Delivery of Goods and completion of Services shall be made strictly in accordance with the schedules and deadlines specified in the Purchase Order. Unless otherwise expressly stated in the Purchase Order, delivery of Goods shall be made DDP (Delivered Duty Paid) to the destination specified by AKO (Incoterms 2020). Seller shall immediately notify AKO in writing of any actual or anticipated delay in delivery or performance, stating the reasons for such delay and the measures being taken to regain the schedule; such notice shall not relieve Seller of its obligations.

5.2 Partial and Early Deliveries. Seller shall not make partial, incomplete, or installment deliveries, or deliver Goods prior to the specified delivery date, without AKO’s prior written consent. AKO reserves the right to reject unauthorized partial or early deliveries and to return such Goods at Sellers expense and risk, or to store them at Sellers expense and risk until the scheduled delivery date.

5.3 Title and Risk of Loss. Unless otherwise expressly stated in the Purchase Order, title to and risk of loss of the Goods shall pass to AKO upon AKO’s receipt and acceptance of the Goods at the destination designated by AKO. If AKO pays for any Goods in advance of delivery, title to such Goods shall pass to AKO upon payment, and Seller shall hold such Goods as bailee for AKO, with risk of loss remaining with Seller until delivery and acceptance.

5.4 Packaging and Labeling. Seller shall properly pack, mark, and ship the Goods in compliance with: (a) the Specifications; (b) all applicable Laws, including those relating to hazardous materials; (c) any carrier requirements; and (d) good commercial practices to prevent damage during transportation and handling. Each package shall be clearly labeled with AKO’s Purchase Order number, part number(s), quantity, and any other information reasonably requested by AKO. A packing list referencing the Purchase Order number and describing the contents shall accompany each shipment.

5.5 Shipping Documentation. Seller shall provide AKO with all shipping documents, certificates of origin, export and import documentation, safety data sheets, and other documentation reasonably requested by AKO or required by Law for the transport, import, export, and use of the Goods.

5.6 Failure to Deliver. If Seller fails to deliver the Goods or complete the Services in accordance with the delivery or completion schedule specified in the Purchase Order, AKO may, without prejudice to any other rights or remedies: (a) terminate the Purchase Order in whole or in part pursuant to Section 12; (b) obtain substitute goods or services from another supplier and charge Seller for any additional costs and expenses incurred; and/or (c) require express or air freight shipment at Sellers expense to meet the agreed schedule.

6.   Performance of Services; Work at AKO’s or Third-Party Sites

6.1 Standards of Performance. Seller shall perform all Services: (a) in a professional and workmanlike manner; (b) in accordance with industry best practices and applicable professional standards; (c) in compliance with all Specifications, statements of work, and AKO policies provided to Seller; and (d) in compliance with all applicable Laws.

6.2 Personnel; Supervision. Seller shall furnish competent, properly trained, and adequately supervised personnel for the performance of the Services. At AKO’s request, Seller shall promptly remove from any AKO or customer site any Seller personnel who, in AKO’s reasonable judgment, fail to perform competently, engage in misconduct, or otherwise pose a safety, security, or operational risk. Seller shall promptly provide suitable replacements at no additional cost to AKO.

6.3 Work on Premises. To the extent any Services are performed on premises owned, leased, or controlled by AKO or its customers, Seller shall: (a) comply with all site rules, security procedures, access requirements, and safety regulations provided or made known by AKO or its customer; (b) perform the Services in a manner that minimizes interference with AKO’s and its customers operations; and (c) maintain the site in a clean and safe condition and remove all debris resulting from the Services.

6.4 Safety and Health. Seller shall be solely responsible for the safety of its personnel and subcontractors and shall take all necessary precautions to prevent injury to persons and damage to property in connection with the performance of the Services. Seller shall comply with all occupational health and safety Laws and shall promptly report to AKO any accident or injury occurring on AKO’s or its customers premises.

7.   Inspection, Testing, and Acceptance; Nonconforming Goods and Services

7.1 Inspection Rights. AKO and its designated representatives may, at any reasonable time and upon reasonable notice, inspect and test the Goods and observe the performance of the Services at Sellers or its subcontractors facilities, as well as at the point of delivery or performance. Such inspection or testing shall not relieve Seller of its obligations or constitute acceptance of any Goods or Services.

7.2 Inspection Upon Receipt; Acceptance. AKO shall have a reasonable period after delivery of Goods or completion of Services to inspect and test them for conformity with the Agreement. No inspection, testing, payment, or use of the Goods or Services shall constitute acceptance. Acceptance shall occur only upon AKO’s written or electronic confirmation of acceptance, or upon AKO’s failure to reject the Goods or Services within a reasonable period after delivery or completion, provided that such failure shall not waive any latent defects or other breaches not discoverable upon reasonable inspection.

7.3 Nonconforming Goods or Services. Goods or Services shall be deemed nonconforming if they: (a) fail to conform to the Specifications, the Purchase Order, these Terms, or any samples or descriptions furnished or approved by AKO; (b) are defective in material, workmanship, or design; (c) fail to comply with applicable Laws; or (d) otherwise fail to meet the warranties set forth in Section 8.

7.4 Remedies for Nonconforming Goods. In addition to any other rights or remedies available at Law or in equity, if any Goods are nonconforming, AKO may, at its option and at Sellers sole cost and expense:

1. reject all or any portion of the nonconforming Goods and require Seller to promptly (and in any event within the time frame specified by AKO) repair or replace them with conforming Goods;
2. return the nonconforming Goods to Seller for credit or refund of all amounts paid, plus any costs of transportation, handling, and insurance;
3. accept the nonconforming Goods with an equitable reduction in the price;
4. repair or replace the nonconforming Goods itself or through a third party and charge Seller for all costs and expenses incurred; and/or
5. terminate the Purchase Order in whole or in part as to such Goods under Section 12.

7.5 Remedies for Nonconforming Services. If any Services are nonconforming, AKO may, at its option and at Sellers sole cost and expense:

1. require Seller to promptly re-perform the Services or perform such corrective Services as are necessary to render the Services conforming;
2. accept the nonconforming Services with an equitable reduction in the price;
3. have the Services corrected or re-performed by a third party and charge Seller for all costs and expenses incurred; and/or
4. terminate the Purchase Order in whole or in part as to such Services under Section 12.

7.6 Title to Rejected Goods. Title to any Goods rejected by AKO shall immediately revert to Seller, if previously passed, and risk of loss shall remain with or revert to Seller upon rejection. Seller shall promptly remove such Goods from AKO’s or its customers premises at Sellers expense.

7.7 Latent Defects. AKO’s rights and remedies with respect to latent or hidden defects, or defects that could not reasonably have been discovered upon initial inspection, shall not be waived by any acceptance, payment, or failure to discover such defects at the time of delivery or completion.

8.   Warranties

8.1 General Warranties. Seller represents and warrants to AKO that:

1. it has full right, power, and authority to enter into and perform its obligations under the Agreement;
2. the Agreement constitutes a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms; and
3. Seller is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and is duly authorized and qualified to perform its obligations under the Agreement.

8.2 Goods Warranties. Seller represents and warrants that all Goods delivered under the Agreement shall:

1. strictly conform to the Specifications, the Purchase Order, and any samples or descriptions furnished or approved by AKO;
2. be of merchantable quality;
3. be fit for the particular purposes disclosed by AKO or reasonably inferable from the nature of the Goods or the circumstances of the transaction;
4. be new, free from defects in material, workmanship, and design, and free from liens, security interests, and other encumbrances;
5. be manufactured, packaged, labeled, and supplied in compliance with all applicable Laws; and
6. comply with all representations made by Seller in its brochures, catalogs, product literature, and marketing materials.

8.3 Services Warranties. Seller represents and warrants that all Services performed under the Agreement shall:

1. be performed in a professional, diligent, and workmanlike manner, in accordance with the highest industry standards and practices;
2. strictly conform to the Specifications, statements of work, and other requirements of the Agreement;
3. be performed by personnel with the requisite skill, experience, training, and certifications; and
4. be performed in compliance with all applicable Laws and with AKO’s written policies and procedures provided to Seller.

8.4 Intellectual Property Warranty. Seller represents and warrants that the Goods, the Services, and AKO’s use, resale, distribution, or integration thereof do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or other proprietary rights of any third party.

8.5 Warranty Period. Unless a longer period is specified in the Purchase Order or provided by Law, the warranties set forth in this Section 8 shall continue for the longer of: (a) twenty-four (24) months from the date of AKO’s acceptance of the Goods or completion of the Services; or (b) the warranty period generally offered by Seller to its other customers for the same or substantially similar goods or services. Any repaired, replaced, or re-performed Goods or Services shall be warranted under this Section 8 for the longer of the original warranty period or twelve (12) months from the date of repair, replacement, or re-performance.

8.6 Cumulative Warranties; No Limitation. The warranties in this Section 8 are in addition to, and shall not limit, any other warranties or guarantees, express or implied, available to AKO at law, in equity, or under any other agreement or document. All warranties shall be construed as conditions as well as warranties.

8.7 Exclusive Benefit. All warranties shall inure to the benefit of AKO and its affiliates, customers, distributors, and end users.

9.   Compliance with Laws; Certifications

9.1 General Compliance. Seller shall, at its own expense, comply with all applicable Laws in connection with the manufacture, packaging, labeling, storage, handling, transportation, delivery, and sale of the Goods and the performance of the Services, including Laws relating to product safety, environmental protection, hazardous materials, labor and employment, wages and hours, workplace safety, anti-discrimination, anti-harassment, anti-corruption, export controls, sanctions, and data privacy and security.

9.2 Permits and Licenses. Seller shall obtain and maintain at its own expense all permits, licenses, registrations, approvals, and other authorizations required by any Governmental Authority in connection with its performance under the Agreement.

9.3 Standards and Certifications. Where applicable, Seller shall ensure that the Goods and Services conform to all relevant industry standards and certifications identified in the Specifications or reasonably expected for such Goods and Services. Upon AKO’s request, Seller shall promptly furnish certificates of analysis, certificates of conformity, safety data sheets, test reports, and other documentation demonstrating compliance.

9.4 Anti-Corruption and Trade Compliance. Seller shall comply with all anti-bribery and anti-corruption Laws and all applicable economic sanctions, export control, and anti-boycott Laws. Seller shall not take any action that would cause AKO to be in violation of any such Laws.

9.5 Notification of Violations. Seller shall promptly notify AKO in writing if Seller becomes aware of any actual or alleged violation of Law relating to the Goods, the Services, or Sellers performance under the Agreement. Seller shall cooperate fully with AKO in investigating any such matter and in implementing any corrective actions required by AKO or any Governmental Authority.

10.   Indemnification

10.1 General Indemnity. To the fullest extent permitted by Law, Seller shall defend, indemnify, and hold harmless AKO, its affiliates, and their respective directors, officers, employees, agents, customers, successors, and assigns (collectively, the AKO Indemnitees) from and against any and all claims, demands, suits, actions, liabilities, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys fees and court costs) (collectively, Losses) arising out of or relating to:

1. any breach by Seller of the Agreement, including any breach of warranty or representation;
2. any defect in the design (to the extent provided by Seller), manufacture, materials, workmanship, or performance of the Goods, or in the performance of the Services;
3. any bodily injury, death, or damage to property caused by or arising from the Goods, the Services, or Sellers acts or omissions;
4. Sellers failure to comply with any applicable Law; or
5. any negligent or willful act or omission of Seller or its employees, agents, or subcontractors.

10.2 Intellectual Property Indemnity. Seller shall defend, indemnify, and hold harmless the AKO Indemnitees from and against any and all Losses arising out of or relating to any actual or alleged infringement, misappropriation, or violation of any Intellectual Property Rights or other proprietary rights of any third party by the Goods, the Services, or AKO’s use, resale, distribution, integration, or other exploitation thereof. If any such claim is asserted, or if AKO’s use of any Goods or Services is enjoined or threatened to be enjoined, Seller shall, at its own expense and in addition to its indemnity obligations:

1. procure for AKO the right to continue using, reselling, distributing, or otherwise exploiting the Goods or Services; or
2. modify or replace the Goods or Services so that they become non-infringing, provided that any such modification or replacement does not adversely affect their form, fit, function, or performance and is acceptable to AKO.

If Seller is unable to achieve either of the foregoing within a reasonable time, AKO may return the infringing Goods or discontinue use of the infringing Services, and Seller shall promptly refund to AKO all amounts paid for the affected Goods or Services, plus all costs of removal, return, and replacement, without prejudice to AKO’s other rights or remedies.

10.3 Indemnification Procedures. AKO shall promptly notify Seller of any claim for which it seeks indemnification under this Section 10; provided that any delay in providing such notice shall not relieve Seller of its obligations except to the extent Seller is materially prejudiced thereby. Seller shall have the right to assume control of the defense of any such claim with counsel reasonably acceptable to AKO, subject to AKO’s right to participate in the defense at its own expense. Seller shall not settle any claim without AKO’s prior written consent if the settlement: (a) imposes any obligation on any AKO Indemnitee; (b) contains any admission of wrongdoing by any AKO Indemnitee; or (c) does not unconditionally release all AKO Indemnitees from all liability with respect to such claim.

11.    Insurance

11.1 Required Coverage. Seller shall, at its own expense, maintain in full force and effect during the term of the Agreement and for such additional periods as may be reasonably necessary to cover its obligations hereunder, insurance with reputable insurers, including at a minimum:

1. commercial general liability insurance (including coverage for bodily injury, property damage, products/completed operations, contractual liability, and personal and advertising injury) with limits of not less than $1 million per occurrence and $2 million in the aggregate;
2. workers compensation insurance as required by applicable Law and employers liability insurance with limits of not less than $1 million per accident or disease;
3. if Seller provides professional or consulting Services, professional liability or errors and omissions insurance with limits of not less than $1 million per claim and in the aggregate; and
4. if Seller has access to or processes personal data or Confidential Information of AKO or its customers, cyber liability or data security insurance with limits of not less than $1 million per claim and in the aggregate.

11.2 Additional Insured; Certificates. AKO and its affiliates shall be named as additional insureds under the commercial general liability policy on a primary and non-contributory basis to the extent of the liabilities assumed by Seller under the Agreement. Seller shall, upon AKO’s request, furnish current certificates of insurance and, upon request, copies of the applicable policy endorsements, evidencing the required coverage. Seller shall provide at least thirty (30) days prior written notice to AKO of any cancellation, non-renewal, or material modification of such insurance.

11.3 No Limitation. The insurance coverage required under this Section 11 shall not limit or otherwise affect Sellers liability or obligations under the Agreement or at Law.

12.    Termination and Suspension

12.1 Termination for Cause. AKO may terminate the Purchase Order or the Agreement, in whole or in part, for cause upon written notice to Seller if:

1. Seller fails to deliver the Goods or complete the Services in accordance with the delivery or completion schedule specified in the Purchase Order;
2. Seller fails to perform any other material term or condition of the Agreement and such failure is not cured within ten (10) days (or such shorter period as may be required by AKO in urgent circumstances) after written notice from AKO;
3. Seller becomes insolvent, files or has filed against it a petition in bankruptcy, makes an assignment for the benefit of creditors, has a receiver appointed for its assets, or ceases to do business; or
4. AKO, in its reasonable judgment, determines that Sellers performance presents a material risk to AKO’s business, reputation, or compliance with Law.

12.2 Termination for Convenience. AKO may, at any time and for any reason, terminate the Purchase Order or the Agreement, in whole or in part, for convenience by providing written notice to Seller. Upon receipt of such notice, Seller shall immediately stop all work on the terminated portion of the Purchase Order and take all reasonable steps to minimize costs and prevent further commitments.

12.3 Sellers Entitlement upon Termination for Convenience. In the event of termination for convenience by AKO, Seller shall be entitled to payment solely for: (a) the price of conforming Goods delivered and accepted by AKO prior to the effective date of termination; and (b) the price of conforming Services satisfactorily performed and accepted by AKO prior to the effective date of termination. In no event shall Seller be entitled to recover any anticipated profits, loss of overhead, or other consequential, incidental, or special damages arising from such termination.

12.4 Effect of Termination; Survival. Upon termination of the Purchase Order or Agreement for any reason, Seller shall promptly: (a) return to AKO all AKO Property (as defined in Section 14.1) and all Confidential Information; and (b) deliver to AKO any work in progress or partially completed Goods or Services as requested by AKO. The termination of the Purchase Order or Agreement shall not affect the rights and obligations of the Parties that have accrued prior to termination. Without limiting the foregoing, the provisions of these Terms that by their nature should survive termination, including but not limited to Sections 4.6, 7, 8, 9, 10, 11, 13, 14, 15, 16, 18, 20, and 21, shall survive any termination or expiration.

12.5 Suspension. AKO may, at any time, by written notice to Seller, suspend all or any part of the Purchase Order or the Agreement for a reasonable period. Seller shall promptly suspend performance to the extent specified in the notice and shall resume performance upon AKO’s written instruction. AKO shall not be liable to Seller for any costs incurred during the suspension period except as expressly agreed in writing.

13.    Force Majeure

13.1 Definition of Force Majeure Event. A Force Majeure Event means any event or circumstance beyond the reasonable control of the affected Party, including acts of God, natural disasters, war, terrorism, civil unrest, governmental actions, epidemics or pandemics (to the extent not preventable through reasonable precautions, including compliance with health guidelines), strikes or other labor disputes (excluding strikes or labor disputes involving the affected Partys own employees), or failures of public utilities.

13.2 Notice and Mitigation. The Party claiming the benefit of a Force Majeure Event shall: (a) promptly provide written notice to the other Party describing the event and its expected duration; (b) use diligent efforts to mitigate the impact of the event and resume performance as soon as reasonably practicable; and (c) keep the other Party reasonably informed of the status of the event and mitigation efforts.

13.3 Limitations. A Force Majeure Event shall not relieve Seller of its obligations if: (a) such event was reasonably foreseeable and could have been prevented or mitigated by Sellers exercise of reasonable diligence; or (b) the event relates to Sellers financial condition or inability to obtain materials, labor, or transportation at anticipated prices. If a Force Majeure Event prevents Seller from performing its obligations for more than 60 days, AKO may terminate the affected Purchase Order or Agreement without liability by written notice to Seller.

14.    AKO Property; Tools; Work Product

14.1 AKO Property. All tools, dies, molds, patterns, jigs, fixtures, equipment, materials, software, data, drawings, specifications, and other property, whether tangible or intangible, that AKO furnishes to Seller or pays for, directly or indirectly, in connection with the Agreement (collectively, AKO Property) shall be and remain the sole property of AKO. AKO Property is furnished on a loan or bailment basis, shall be used solely for the performance of the Agreement, and shall not be used by Seller for any other purpose or for the benefit of any third party without AKO’s prior written consent.

14.2 Care and Maintenance. Seller shall: (a) clearly mark AKO Property as property of AKO; (b) keep it segregated from Sellers or third parties property; (c) maintain it in good condition, subject to normal wear and tear; (d) use it only in accordance with AKO’s instructions and for AKO’s benefit; and (e) bear the risk of loss or damage while in its custody or control, ordinary wear and tear excepted.

14.3 Return of AKO Property. Upon AKO’s request or upon termination or expiration of the Agreement, Seller shall promptly return all AKO Property to AKO in good condition, reasonable wear and tear excepted, at Sellers expense, or dispose of it as AKO may direct. Seller shall not assert any lien, security interest, or other encumbrance on AKO Property.

14.4 Work Product. All designs, drawings, documents, reports, analyses, computer programs, inventions, improvements, and other materials or information of any kind that are conceived, created, developed, authored, or reduced to practice by or on behalf of Seller in the course of performing the Services or developing or customizing Goods specifically for AKO (collectively, Work Product) shall be deemed works made for hire for AKO to the extent permitted by Law. To the extent any Work Product does not qualify as a work made for hire, Seller hereby irrevocably assigns and agrees to assign to AKO all right, title, and interest in and to such Work Product and related Intellectual Property Rights, without further consideration. Seller shall execute and deliver such documents and take such actions as AKO may reasonably request to perfect and protect AKO’s ownership of the Work Product and related Intellectual Property Rights.

15.    Intellectual Property

15.1 Definition. For purposes of these Terms, Intellectual Property Rights means all patents, patent applications, inventions, trade secrets, copyrights, moral rights, trademarks, service marks, trade names, domain names, mask work rights, industrial designs, know-how, and other intellectual property and proprietary rights, whether registered or unregistered, and all applications, registrations, renewals, extensions, and restorations thereof, in any jurisdiction.

15.2 Ownership of Background IP. Each Party shall retain ownership of all Intellectual Property Rights owned or controlled by such Party prior to the effective date of the applicable Purchase Order or independently of the Agreement (Background IP). Except as expressly provided in the Agreement, nothing herein grants to either Party any rights in or to the other Partys Background IP.

15.3 License to Use Seller IP. To the extent the Goods or Services incorporate any Seller Background IP and to the extent necessary for AKO to receive the full benefit of the Goods and Services, Seller hereby grants to AKO, its affiliates, and their respective customers a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use, reproduce, display, perform, distribute, modify, and create derivative works of such Seller Background IP solely as incorporated in or necessary to use the Goods, the Services, and the Work Product.

15.4 No Implied Licenses. Except as expressly set forth in the Agreement, no licenses or rights under any Intellectual Property Rights of either Party are granted, whether by implication, estoppel, or otherwise.

16.    Confidentiality; Data Protection

16.1 Confidential Information. Confidential Information means all non-public, proprietary, or confidential information of AKO or its affiliates, whether oral, written, electronic, or in any other form, that is disclosed or made available to Seller in connection with the Agreement, including business plans, technical data, product designs, specifications, pricing, financial information, marketing plans, customer information, and any information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

16.2 Obligations of Confidentiality. Seller shall:

1. use Confidential Information solely for the purpose of performing its obligations under the Agreement;
2. restrict disclosure of Confidential Information to those of its employees, agents, and subcontractors who have a need to know such information for the performance of the Agreement and who are bound by obligations of confidentiality noless stringent than those set forth in this Section 16; and
3. protect the confidentiality of Confidential Information with at least the same degree of care it uses for its own confidential information of a similar nature, and in no event with less than reasonable care.

16.3 Exclusions. The obligations in Section 16.2 shall not apply to information that Seller can demonstrate by competent written evidence: (a) was already known to Seller without restriction prior to disclosure by AKO; (b) becomes publicly known through no breach of the Agreement by Seller; (c) is received by Seller from a third party who did not acquire or disclose such information in violation of any legal or contractual obligation; or (d) is independently developed by Seller without use of or reference to the Confidential Information.

16.4 Compelled Disclosure. If Seller is required by Law or by order of a court or governmental authority to disclose any Confidential Information, Seller shall, to the extent legally permitted, promptly notify AKO in writing and cooperate with AKO, at AKO’s expense, in seeking a protective order or other appropriate remedy. If disclosure is ultimately required, Seller shall disclose only that portion of the Confidential Information that is legally required to be disclosed and shall use commercially reasonable efforts to ensure that confidential treatment is accorded to such information.

16.5 Return or Destruction. Upon AKO’s request or upon termination or expiration of the Agreement, Seller shall promptly return to AKO or, if directed by AKO, destroy all Confidential Information (including all copies, summaries, and extracts thereof) in its possession or control, except that Seller may retain one archival copy solely for purposes of legal or regulatory compliance, subject to continuing confidentiality obligations.

16.6 Data Protection. To the extent Seller collects, accesses, stores, processes, or otherwise handles personal data or other regulated information on behalf of AKO or its customers, Seller shall: (a) comply with all applicable data protection, privacy, and information security Laws; (b) implement and maintain appropriate technical and organizational measures to protect such data against unauthorized or unlawful processing and against accidental loss, destruction, or damage; and (c) enter into any additional data processing agreements reasonably required by AKO to comply with applicable Laws.

17.    Assignment and Subcontracting

17.1 No Assignment by Seller. Seller shall not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under the Agreement, whether by operation of Law or otherwise, including by merger, consolidation, sale of assets, or change of control, without AKO’s prior written consent. Any purported assignment or delegation in violation of this Section 17.1 shall be null and void and shall constitute a material breach of the Agreement.

17.2 Binding Effect. Subject to Section 17.1, the Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

18.    Limitation of Liability

18.1 No Limitation on Certain Liabilities. Nothing in the Agreement shall limit or exclude Sellers liability for: (a) death or personal injury caused by Sellers negligence; (b) Sellers fraud or willful misconduct; (c) Sellers indemnification obligations under Section 10; (d) Sellers breach of its confidentiality obligations under Section 16; (e) infringement of Intellectual Property Rights; or (f) any other matter that cannot lawfully be limited or excluded.

18.2 No Limit on Direct Damages Owed to AKO. To the maximum extent permitted by applicable Law, and in view of the protective nature of these Terms in favor of AKO as buyer, no limitation of liability shall apply to the direct damages recoverable by AKO arising from Sellers breach of the Agreement. Seller acknowledges that AKO is relying upon the availability of full recovery of its direct damages in determining whether to enter into and continue performance under the Agreement.

18.3 Exclusion of Certain Damages for AKO. Nothing in these Terms is intended to limit or exclude the types of damages that AKO may recover from Seller except to the extent required by non-waivable Law. To the extent any exclusion of consequential, incidental, or special damages is required for enforceability in a particular jurisdiction, such exclusion shall be applied in a manner that minimizes any reduction of AKO’s remedies and preserves the greatest permissible recovery in favor of AKO.

19.    Dispute Resolution

19.1 Good Faith Negotiations. In the event of any dispute, controversy, or claim arising out of or relating to the Agreement or the transactions contemplated thereby (a Dispute), the Parties shall first attempt in good faith to resolve the Dispute through negotiations between senior representatives of each Party who have authority to settle the Dispute. If the Parties are unable to resolve the Dispute within thirty (30) days after written notice of the Dispute is given by one Party to the other, either Party may pursue any remedies available at Law or in equity, subject to the terms of the Agreement.

19.2 No Requirement to Arbitrate. Unless otherwise expressly agreed in a separate written agreement between AKO and Seller, there shall be no requirement that AKO submit any Dispute to mediation or arbitration, and AKO shall be free, at its sole election, to pursue relief exclusively in a court of competent jurisdiction as provided in Section 21.

19.3 Interim Relief. Nothing in this Section 19 shall prevent either Party from seeking interim or provisional relief, including temporary restraining orders or preliminary injunctions, from any court of competent jurisdiction to prevent irreparable harm, protect Confidential Information, or preserve the status quo, pending resolution of the Dispute.

20.    Governing Law; Venue; Waiver of Jury Trial

20.1 Governing Law. The Agreement and any Dispute shall be governed by and construed in accordance with the Laws of the State of Connecticut (without giving effect to any choice or conflict of laws rules that would cause the application of the Laws of any other jurisdiction). The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to the Agreement or any transaction contemplated hereby.

20.2 Venue; Jurisdiction. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Hartford County, State of Connecticut, for the resolution of any Dispute, and Seller expressly waives any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens.

20.3 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER AND AKO EACH HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

21.    Miscellaneous

21.1 Independent Contractors. The relationship between AKO and Seller is that of independent contractors. Nothing in the Agreement shall be construed to create any partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has, nor shall it represent that it has, any authority to bind the other Party in any respect.

21.2 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under the Agreement shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (with tracking); (c) on the date sent by email (with confirmation of transmission) if sent during the recipients normal business hours, and on the next Business Day if sent after normal business hours; or (d) on the third Business Day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. Such communications shall be sent to the addresses specified in the Purchase Order or to such other address as either Party may designate by written notice to the other.

21.3 Waiver. No waiver by AKO of any term or condition of the Agreement shall be effective unless in writing and signed by an authorized representative of AKO. No failure or delay by AKO in exercising any right, power, or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by AKO of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

21.4 Severability. If any provision of the Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent of the Parties, and the remaining provisions of the Agreement shall remain in full force and effect.

21.5 Amendments. No amendment, modification, or supplement to the Agreement shall be binding unless in writing and signed by an authorized representative of AKO. No purported amendment or modification contained in any document furnished by Seller, including invoices, acknowledgments, or website terms, shall be effective unless expressly accepted in a writing signed by AKO.

21.6 Publicity. Seller shall not use AKO’s name, trademarks, service marks, logos, or other identifiers, or refer to AKO or the existence or terms of the Agreement in any publicity, advertising, marketing, or other public communication without AKO’s prior written consent.

21.7 Headings. The headings in these Terms are for convenience only and shall not affect their interpretation.

21.8 Language. The Parties acknowledge that they have required that these Terms and all related documents be prepared in the English language. If these Terms are translated into another language, the English version shall control in the event of any conflict.

21.9 Further Assurances. Seller shall execute and deliver, or cause to be executed and delivered, all such documents and instruments, and take all such other actions, as AKO may reasonably request to carry out the intent and purposes of the Agreement.

21.10 Third-Party Beneficiaries. Except as expressly provided with respect to AKO Indemnitees in Section 10, the Agreement is for the sole benefit of the Parties 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.

21.11 Counterparts; Electronic Signatures. The Agreement, including any Purchase Order accepted by electronic means, may be executed in counterparts and by electronic signature or other electronic means of acceptance, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.