Contact Us

Terms & Conditions

HomeTerms & Conditions

1. Agreement

  1. The supplier (“Supplier”) identified on the attached purchase order (“Purchase Order”) agrees that these terms and conditions shall apply to the purchase by JP Worldwide LLC (“Buyer”) of the goods identified on the Purchase Order (“Paper Stock”) and shall be incorporated therein.

2. Applicability of Terms

  1. These terms apply and are incorporated in all purchase orders issued by JP Worldwide LLC (“Buyer”) as amended or supplemented by other terms on each specific purchase order issued, including price, delivery, special terms, specifications and quantity terms which supersede these in event of conflict.
  2. Purchase of Paper Stock by Buyer placed through this Purchase Order may be accepted by Supplier only in accordance with the terms hereof. Additional or different terms in Supplier’s acknowledgement or any other Supplier documents are hereby rejected.
  3. Notwithstanding any waiver in any instance, or any oral agreement, or any instructions, terms or conditions that may be contained in any quotation, acknowledgment, invoice or other written document of Supplier, no addition to, waiver for the future or modification of, any of the provisions herein contained shall be of any force or effect unless made in writing and executed by Buyer.
  4. This Purchase Order is non-exclusive. Buyer is free to engage others to provide Paper Stock the same as or similar to Supplier’s.

3. Defined Terms

  1. “Supplier” means the addressee company as specified in the Purchase Order.
  2. “Buyer” means JP Worldwide LLC, a California Limited Liability Company as specified in the Purchase Order.
  3. “Paper Stock” as used herein refers to the paper products purchased by Buyer hereunder.
  4. “Mill” or “MRF” or “Material Recycling Facility” as used herein refers to paper waste recycling mills, or intermediary merchants purchasing paper stock for such mills, that acquire or may acquire from Buyer the Paper Stock purchased under this Purchase Order.
  5. “Buyer’s Grade Specifications” or “Specifications” as used herein refers to the specifications provided by Buyer on this Purchase Order as to the paper fiber quality and content, maximum percentage of Prohibitives, and maximum moisture content.
  6. “Prohibitives/Outthrows” as used herein refers to contaminants and other non-cellulose materials and objects that, above prescribed levels, unacceptably degrade the repulpability, usability and merchantability of paper stock.
  7. “Zero-Tolerance Prohibitives” as used herein refers to contaminants that are unacceptable in any quantity, and which subject the Paper Stock to immediate rejection due to health, safety or product suitability concerns. Zero-Tolerance Prohibitives include, but are not limited to, the categories listed in Exhibit A to this Purchase Order, attached hereto and incorporated herein by this reference.
  8. “Mill Claim” as used herein refers to any claim communicated to Buyer from one or more Mills alleging that any part of a shipment of Paper Stock (originally purchased by Buyer under this Purchase Order and resold to said Mill) has failed a quality inspection, where the reported results of said quality inspection indicate that the Paper Stock failed to conform to the Grade Specifications set out in this Purchase Order.
  9. “Mill Claim Costs” as used herein refers to and includes any and all costs or expenses incurred by Buyer in connection with any Mill Claim, including without limitation:
    1. Fiber cost, insurance, freight (including domestic inland freight, ocean freight, and destination inland freight), (herein, the “CIF Value” of the product);
    2. Any and all monetary sums paid or credited by Buyer to any Mill to satisfy, partially satisfy, settle or compromise a Mill Claim;
    3. Any and all monetary obligations incurred or paid by Buyer to any third party, including without limitation any intermediate paper stock merchant, shipping or freight provider, or storage facility, in connection with any Mill Claim.

4. Acceptance

  1. The Purchase Order constitutes Buyer’s acceptance of Supplier’s offer to sell Paper Stock to Buyer in accordance with these terms and conditions which shall constitute a binding contract between the parties.
  2. Any terms or conditions proposed by Supplier in any document which are different from, conflict with or add to these terms and conditions shall be deemed to materially alter the Purchase Order and are hereby objected to and rejected by Buyer.
  3. Buyer’s obligations herein are expressly conditional on Supplier’s assent to the additional or different terms contained herein.
  4. This Purchase Order and the terms and conditions shall be deemed accepted by Supplier upon the earliest to occur of: (i) written or oral acknowledgment by Supplier of receipt of the Purchase Order with the intent, expressed or implied, that Supplier will provide the Paper Stock; (ii) written or oral acknowledgment by Supplier that Supplier has commenced performance or that Supplier intends to ship or deliver the Paper Stock; or (iii) receipt by Buyer of the Paper Stock. Dispatch of Supplier’s acknowledgment form or other written documentation will also act as an acceptance if it agrees with this Purchase Order with respect to the description, amount, price and time of delivery of the Paper Stock.
  5. No variation in the quantity of any Paper Stock called for by this Purchase Order will be deemed accepted by Buyer unless expressly agreed to in writing and signed by Buyer’s authorized agent.
  6. Prior to written Notice of shipment received by Buyer, Buyer reserves the right to cancel any Purchase Order at any time prior to shipment of the Paper Stock and shall not be subject to any charges or other fees whatsoever as a result of such cancellation.

5. Price

  1. As full consideration for the delivery of Paper Stock and the assignment of rights to Buyer as provided herein, Buyer shall pay Supplier the amount specified in the applicable Purchase Order, less any Claim Reserve as specified herein.
  2. In the event Supplier reduces its prices for such Paper Stock prior to accepting Buyer’s Purchase Order, Supplier agrees to reduce the prices hereof accordingly.
  3. The prices for the Paper Stock sold under the Purchase Order shall be deemed to include:
    1. All federal, state and local taxes imposed upon or on account of such sale, unless otherwise indicated in the Purchase Order;
    2. Shipping, packaging, labeling, custom duties, insurance, storage, boxing and crating;
    3. All other costs of Supplier associated with supplying the Paper Stock.

6. Invoices, Payment, Discounts

  1. Supplier agrees that all invoices:
    1. Shall use the same unit of measure as shown on this Purchase Order;
    2. Shall be issued individually for each shipment under the Purchase Order;
    3. Shall be submitted in duplicate (one copy shall be marked “original”) unless otherwise specified; and
    4. Shall specify the Purchase Order number, vendor number, item number, Buyer’s stock number, description of Paper Stock, sizes, quantities, unit prices, extended totals, bill of lading number and weight of shipment for shipments shipped F.O.B. shipping point.
  2. Invoices shall be payable as follows, unless a later payment date is provided for in the Purchase Order or in Supplier’s invoice, in which case the later date shall control:
    1. Eighty percent (80%) of the invoiced amount shall be payable within thirty calendar days after receipt, inspection and final acceptance of the Paper Stock by Buyer;
    2. Twenty percent (20%) of the invoiced amount shall be payable at the earlier date of two (2) days following Buyer’s receipt of notice from the subsequent Mill purchaser that there are no claims affecting the Paper Stock, or one hundred eighty (180) days from Buyer’s final acceptance of the delivery.
  3. An invoice may be rejected for noncompliance with any one or more of these Purchase Terms and Conditions. Payment of any invoice shall not constitute acceptance of any Paper Stock.

7. Discounts and Credits

  1. In connection with any discount offered for prompt payment, time for earning the discount will be computed from the latest of date of:
    1. delivery of the supplies to the carrier (when acceptance is at shipping point);
    2. delivery at Buyer’s destination or port of embarkation (when delivery and acceptance are at either of these points); or
    3. receipt by Buyer of the correct invoice or voucher (in strict accordance with this Purchase Order) in the office specified by Buyer.
  2. For the purpose of earning any such discount, payment will be deemed to be made on the date of mailing of Buyer’s check.
  3. Any credit memos due to Buyer’s organization shall be transacted within five (5) business days.

8. Changes

  1. Buyer may at any time, by written notice, make changes in: (i) specifications; (ii) method of shipment or packing; and (iii) time or place of delivery. If any such changes cause an increase or decrease in the cost of, or time required for, performance of this Purchase Order, Supplier shall advise Buyer of such increase or decrease.
  2. Any claim by Supplier for adjustment under this clause must be asserted in writing within thirty (30) days from the date of receipt by Supplier of the notification of change. Buyer shall in turn advise Supplier if it agrees that an adjustment will be made in the price or delivery schedule, or both.
  3. Any claim by Buyer for adjustment under this clause may be asserted in writing at any time prior to final payment under this Purchase Order.
  4. No change shall be undertaken except upon written authorization of Buyer.
  5. Nothing herein shall excuse Supplier from proceeding with the changed Purchase Order.

9. Fulfillment by Supplier

  1. The practice of Supplier shall be in strict accordance with the following:
A. Acknowledgment
  1. Supplier shall acknowledge this Purchase Order immediately advising Buyer of when shipment will be made and confirming method of shipment.
  2. If an order does not meet Supplier’s minimum billing requirements, Supplier shall promptly notify Buyer, in which event Buyer, reserves the right to either cancel or increase order.
B. Pre-Clearing
  1. Supplier shall pre-clear Paper Stock with Buyer’s purchasing agent before the first shipment by any one or more of the following means:
    1. Arranging an on-site visit by Buyer’s purchasing agent to preview the Paper Stock;
    2. Sending photographs of the Paper Stock, along with identification of the source of the Paper Stock (i.e. commercial, residential, converters, printers, or others) to Buyer’s purchasing agent for review, followed by telephonic or video conference with Buyer’s purchasing agent to discuss Supplier’s “Quality Assurance” process, including sorting methods, measuring moisture content, frequency of bale sorting, records retention, and “cut bale results;” and any other data requested by Buyer.
C. Grading
  1. Supplier shall ensure that it fully understands the Buyer’s Grade Specifications required, maximum moisture content, and minimum container weight.
  2. Supplier shall ensure that all Paper Stock which is sold under the grade names appearing in the Paper Stock section of the ISRI Scrap Specifications Circular shall strictly conform to all aspects of those grading definitions.
  3. Supplier acknowledges that shipping bales with Prohibitives or outthrows in the interior in excess of the allowed levels of Buyer’s Grade Specification may result in an Mill Claim, and constitute a Supplier’s Default Event.
  4. Specifications include quality standards of the applicable, current Scrap Specifications Circular of the Institute of Scrap Recycling Industries Inc. referred to herein as “ISRI”; ISRI Guidelines for Paper Stock: PS-2018.
  5. Supplier shall not ship wet Paper Stock or Paper Stock of lower quality than required by the Specifications.
D. Packing
  1. Supplier shall package and ship all Paper Stock in accordance with such industry standards as may be applicable to ensure that the Paper Stock are received by Buyer in good condition in compliance with the Purchase Order.
  2. Purchase Order number and vendor number (and Buyer’s stock number if shown on the Purchase Order) must appear on all invoices, packages, packing slips or correspondence pertaining to this Purchase Order.
E. Tare
  1. Supplier may use sides and headers to the minimum extent reasonably necessary to make a satisfactory delivery of the bales, upon Buyer’s approval. The weight of skids, Gaylord boxes and other similar materials shall be deducted from the gross invoice weight.
F. Loading
  1. Supplier shall not load Paper Stock into containers, nor ship Paper Stock to Buyer, unless and until Supplier has:
    1. Formed all Paper Stock to “six-side bales”;
    2. Trimmed the outside of each bale;
    3. Removed all visible contaminants, including all Prohibitives and out-throws, from the outside surfaces of each bale;
    4. Ensured that all bales meet Buyer’s Grade Specification and have obvious contaminants removed;
    5. Taken moisture readings;
    6. Taken and transmitted to Buyer eight (8) date-stamped highresolution photographs clearly depicting each of the following:
      • Empty container;
      • Container 25% loaded;
      • Container 50% loaded;
      • Container 75% loaded;
      • Container 100% loaded;
      • Container with one door closed;
      • Container with two doors closed;
      • Bullet Seal number;
      • Showing Supplier’s baling wire.
    7. Ensured that all railcars, trucks, trailers and containers shall be free from objectionable materials and odors, and shall have clean sound floors and doors.
    8. Completed export documentation completely and accurately.
  2. SUPPLIER SHALL INFORM BUYER IMMEDIATELY IF:
    • Any bales were exposed to rain in the previous week;
    • The Paper Stock does not meet the Specifications.
  3. All loads shall consist entirely of a single grade of Paper Stock unless otherwise agreed to. When two or more grades are included in the same load, units of each grade shall be kept together in a separate part of the railcar, truck, trailer or container. Paper Stock shall be loaded in a manner that will minimize shifting and breakage. Supplier acknowledges that excessive breakage due to improper loading can be cause for a claim or rejection.
  4. Paper Stock shall be loaded in accordance with the customer’s preferred safe loading practices or industry safety best practices such as outlines in the ISRI/AF&PA Shipping Guide for Baled Paper Products as a reference.
G. Delivery
  1. Supplier agrees to deliver Paper Stock as described in the Purchase Order and in accordance with these Purchase Terms and Conditions as supplemented by additional specifications in each individual Purchase Order.
  2. Unless otherwise agreed, delivery shall be F.O.B. destination point.
  3. All bills of lading and shipping memoranda must be mailed to destination of Paper Stock immediately upon shipment.
  4. Supplier shall notify Buyer at once of any delay.
  5. Buyer reserves the right to refuse shipments made before or after the date set forth in the Purchase Order.
  6. Supplier shall be liable for all resulting damages to Buyer and any customers of Buyer occasioned by delay in delivery.
  7. TIME OF DELIVERY IS OF THE ESSENCE AND, UNLESS OTHERWISE AGREED BY BUYER IN WRITING, IMMEDIATE SHIPMENT IS REQUIRED.
  8. IF A TENDER OF CONFORMING GOODS IS NOT MADE BY THE SCHEDULED DELIVERY DATE, SUPPLIER SHALL HAVE NO RIGHT TO MAKE A LATER CONFORMING TENDER.
  9. Supplier is responsible for all costs and expenses incident to performing its obligations under any Purchase Order and shall provide its own supplies and equipment. No charges for boxing, packing, crating or delivery will be allowed unless agreed to in writing, and signed by Buyer’s authorized agent.

10. Title and Risk of Loss

  1. Delivery shall not be deemed to be complete, nor shall title pass to Buyer, until the Paper Stock have been received and Buyer has given its final acceptance.
  2. Risk of damages or loss following shipment and prior to final acceptance by Buyer shall be the responsibility of Supplier.
  3. Risk of loss shall pass to Buyer upon the later of delivery at the destination denominated by the Buyer or upon final acceptance by Buyer.
  4. If Paper Stock ordered are destroyed prior to the title passing to Buyer or if the delivery of the Paper Stock is not completed on time, Buyer may, at its option, require delivery of substitute Paper Stock of equal quantity and quality, terminate the Purchase Order as to items not yet shipped and to purchase substitute goods elsewhere or to direct Supplier to ship by the most expeditious means available, all at Supplier’s risk and expense.

11. Inspection, Return and Substitution

  1. Paper Stock purchased hereunder is subject to inspection and approval at Buyer’s destination, by Buyer and by Mills who subsequently purchase the Paper Stock from Buyer.
  2. Buyer may reject or revoke its acceptance of any Paper Stock which do not strictly conform with Buyer’s Grade Specifications and Supplier’s obligations under the Purchase Order and, in such event, Buyer shall be entitled to exercise all or any of its remedies.
  3. Buyer’s inspection, discovery of any breach of warranty, failure to inspect or failure to discover any breach of warranty shall not constitute a waiver of any of Buyer’s rights or remedies.
  4. Inspection, test, acceptance or use of the Paper Stock furnished hereunder shall not affect Supplier’s obligation under this warranty, and such warranties shall survive inspection, test, acceptance and use.
  5. Acceptance of deliveries not in conformance with the Purchase Order or the terms of this Agreement shall not be deemed a waiver of Buyer’s right to hold Supplier liable for any loss or damage to Buyer or modify Supplier’s obligation to make future deliveries in conformance with the terms herein. Payment for any Paper Stock shall not be deemed an acceptance thereof.
  6. Shipments which do not conform with the Purchase Order may be returned to Supplier and Supplier shall pay Buyer for all handling and transportation costs incurred in connection therewith.
  7. All substitutions must be agreed to, in writing, prior to shipment.
  8. Supplier shall bear all costs of shipping, transportation, customs duties or exactions and packing unless otherwise agreed to in writing by Buyer.
  9. Supplier assumes all risk of loss, damage, external deterioration, contamination or destruction of controversial or rejected Paper Stock.

12. Mill Claims and Rejections

  1. Paper Stock shall be deemed nonconforming in any of the following circumstances:
    1. If any inspection of the Paper Stock, whether by Buyer or a subsequent Mill purchasing the Paper Stock from Buyer, detects any Absolute Prohibitives;
    2. If any inspection of the Paper Stock, whether by Buyer or a subsequent Mill purchasing the Paper Stock from Buyer, detects a percentage content of other Prohibitives in excess of Buyer’s Grade Specifications;
    3. If any inspection of the Paper Stock, whether by Buyer or a subsequent Mill purchasing the Paper Stock from Buyer, detects moisture content exceeding Buyer’s Grade Specifications;
  2. Supplier acknowledges that Buyer may incur Mill Claim Costs as defined hereinabove in connection with Supplier’s delivery of Paper Stock that fails to conform to the specifications or is otherwise unacceptable to one or more Mills to which Buyer sells or attempts to sell said Paper Stock,, and Supplier agrees to fully reimburse Buyer for all such Mill Claim Costs within 10 days of Buyer’s demand.
  3. In the event that Buyer receives notice of a Mill Claim or rejection from any Mill or other Materials Recycling Facility, the responsibility of Buyer shall be limited to Paper Stock actually accepted by the Mill and the freight thereon.

13. Supplier’s Warranties

A. Express Warranty of Fitness for Buyer’s Particular Purpose
  1. Supplier acknowledges that the particular purpose for which Buyer intends to use the Paper Stock supplied by Supplier is to re-sell some or all of said Paper Stock to one or more Mills, which requires that the Paper Stock be sufficiently low in Prohibitives, out-throws, moisture, breakages and other quality deteriorants, and of sufficiently high fiber quality suitable for re-pulping and/or cellulose fiber recovery by the Mills.
  2. Accordingly, Supplier expressly warrants that all Paper Stock sold hereunder will be fit for Buyer’s Particular Purpose as defined hereinabove.
  3. Supplier agrees to replace or correct defects of any Paper Stock not conforming to the foregoing warranty promptly, without expense to Buyer, when notified of such nonconformity by Buyer, provided Buyer elects to provide Supplier with the opportunity to do so.
  4. In the event of failure of Supplier to correct defects in or replace nonconforming Paper Stock promptly, Buyer, after reasonable notice to Supplier, may make such corrections or replace such Paper Stock and charge Supplier for the cost incurred by Buyer in doing so.
B. Supplier’s Further Warranties
  1. Supplier further expressly warrants as follows:
    1. Supplier fully understands the Buyer’s Grade Specifications required, maximum moisture content, and minimum container weight.
    2. All Paper Stock which is sold under the grade names appearing in the Paper Stock section of the ISRI Scrap Specifications Circular shall strictly conform to all aspects of those grading definitions.
    3. All Paper Stock which is sold hereunder shall conform to all specifications and appropriate standards, be free from defects in material or workmanship, and conform in all respects to samples.
    4. All Paper Stock which is sold hereunder shall conform to any statements made on the containers or labels or advertisements for such Paper Stock, and that any Paper Stock will be properly contained, packaged, marked and labeled.
    5. Each bale of Paper Stock shall be sufficiently secured to ensure a satisfactory delivery.
    6. Shipments shall be made during the period specified.
    7. Prices for the Paper Stock sold are not less favorable than those currently extended to any other customer for the same or similar products in similar quantities.
    8. Prices shown in the Purchase Order are complete and no additional charges shall be added without Buyer’s express written consent.
  2. These warranties shall survive inspection, delivery, acceptance and payment, shall run to Buyer, its officers, agents, employees, successors, assigns, customers and users of the Paper Stock and shall not be deemed to be exclusive.
  3. In addition to the foregoing express warranties, the Paper Stock purchased shall be subject to all warranties arising by operation of law.
  4. These warranties shall survive inspection, delivery, acceptance and payment, shall run to Buyer, its officers, agents, employees, successors, assigns, customers and users of the Paper Stock and shall not be deemed to be exclusive.

14. Supplier’s Default Events, Buyer’s Remedies

  1. A “Supplier’s Default Event” as defined for purposes of this Purchase Order shall be deemed to occur if and when any one or more of the following occur(s):
    1. Supplier fails to perform or otherwise materially breaches any term of this Purchase Order and such failure or breach is not remedied within seven (7) days of Buyer’s notice to do so;
    2. Supplier breaches any confidentiality obligations;
    3. Supplier files a petition in bankruptcy, undergoes an assignment for the benefit of creditors, becomes insolvent, or dissolves;
    4. Supplier assigns or attempts to assign this Purchase Order in whole or in part to a third party without prior written consent of Buyer
    5. Supplier fails fully to perform any of its obligations under the Purchase Order or these terms and conditions as and when due.
    6. Buyer in its reasonable opinion believes that Supplier’s ability to perform the Purchase Order is in danger or impaired.
  2. If a Supplier’s Default Event occurs, Buyer shall, in addition to the right of cancellation, be entitled to all remedies for a breach of contract set forth in the UCC and all other remedies available at law or in equity.
  3. Additionally, Buyer may, at its option:
    1. refuse to accept delivery of the Paper Stock;
    2. refuse to accept a substantial tender of substitute, conforming Paper Stock;
    3. return nonconforming Paper Stock to Supplier at Supplier’s expense for a full credit and, at Buyer’s option, obtain replacement Paper Stock on an expedited basis;
    4. return late delivered Paper Stock to Supplier at Supplier’s expense for a full credit;
    5. recover any advance payments from Supplier for undelivered Paper Stock;
    6. rework the Paper Stock to make the Paper Stock conform to the warranties and charge Supplier for all expenses related thereto;
    7. use the Paper Stock for a purpose other than the purpose originally intended and charge Supplier for the amount by which the purchase price exceeds the price of Paper Stock normally required for such alternative purposes;
    8. have Supplier repair or replace defective Paper Stock at Supplier’s expense and on an expedited basis;
    9. if defective Paper Stock are repaired or replaced by Buyer or Supplier, charge Supplier for all costs and expenses of repairing or restoring non-defective work or Paper Stock disturbed as a consequence of repairing or replacing defective Paper Stock;
    10. demand of Supplier adequate assurance of due performance, and Buyer shall be the sole judge of the adequacy of the assurance given by Supplier.
  4. Buyer shall be entitled to exercise any or all of the remedies specified above or each of such remedies in part.
  5. NONE OF THE REMEDIES AVAILABLE TO BUYER HEREUNDER MAY BE LIMITED.

15. Termination

  1. Buyer may terminate this Purchase Order, in whole or in part, by written notice to Supplier.
  2. If this Purchase Order is terminated for the convenience of Buyer, Supplier will be compensated only to the extent that Buyer prior to the effective date of termination has accepted Paper Stock.
  3. Other than to this extent, Buyer shall not be liable to Supplier for any damages on account of its failure to accept all of the Paper Stock ordered.
  4. Buyer may terminate this Purchase Order, in whole or in part, by written notice to Supplier, upon occurrence of a Supplier’s Default Event, as defined hereinabove.
  5. In the event this Purchase Order is terminated as a result of Supplier’s default, Supplier shall be liable for all damages allowed in law or equity, including the excess cost of reproducing similar Paper Stock.

16. Indemnification

  1. Supplier assumes the entire responsibility and liability for and agrees to indemnify, defend, and hold harmless Buyer and Buyer’s officers, directors, employees, successors, assigns, agents, and customers from and against any and all claims, actions, liabilities, damages, losses, costs, and expenses (including legal fees) arising out of or in any way connected with the Paper Stock provided under any Purchase Order, including without limitation:
    1. any and all Mill Claims Costs incurred by Buyer upon resale or attempted resale of any Paper Stock purchased from Supplier;
    2. Supplier’s failure to comply with any applicable law, statute, rule or regulation, including without limitation, related to privacy and publicity;
    3. the negligence or willful misconduct of Supplier, its agents or employees;
    4. death or bodily injury to any person, or damage or destruction to property, caused by, arising out of, connected with or resulting from the Paper Stock and/or the acts or omissions of Supplier, its agents, or subcontractors;
    5. any defect, whether latent or patent, in any product of Supplier sold to Buyer;
    6. any failure of Supplier, or of the Paper Stock sold to Buyer by Supplier, to comply with any warranty of Supplier or applicable law;
    7. any breach of the Purchase Order or these terms and conditions by Supplier; or
    8. any damage to Buyer’s reputation, good will, or loss of business to Buyer, or other consequential damages caused by, arising out of, connected with or resulting from the Paper Stock and/or the acts or omissions of Supplier, its agents, or subcontractors.
  2. Upon demand, Supplier agrees to assume on behalf of the Buyer the defense of any action, at law or in equity, which may be brought against the Buyer upon any such claim and to pay on behalf of the Buyer the amount of any judgment that may be entered against the Buyer in any such action.
  3. Supplier hereby expressly waives any immunity from suit by Buyer, which may be conferred by the workers’ compensation laws, or any other law of any state that would preclude enforcement of the indemnification clause of this agreement by Buyer.
  4. Supplier further agrees to pay any reasonable attorney’s fees incurred by the Buyer in securing compliance with the provisions of this indemnification agreement.
  5. Supplier agrees that its obligations to indemnify under this section are distinct from, independent of, and not intended to be coextensive with its duty to procure insurance required herein.

17. Insurance

  1. Supplier agrees to maintain appropriate insurance coverage, including, at minimum, Commercial General Liability Insurance purchased on an occurrence basis, with per occurrence limits of not less than $1,000,000 and an aggregate limit of not less than $1,000,000 (or such greater amount, if any, stated on the face of this Purchase Order), that covers:
    1. bodily injury, personal injury, and property damage, including products/completed operations liability, and
    2. blanket contractual liability coverage for Seller’s contractual indemnification, hold harmless agreement and defense obligations to Buyer under this Purchase Order.
  2. Supplier agrees to purchase all insurance required hereunder on an occurrence basis from insurers with a minimum financial rating by AM Best of A-, VII or equivalent.
  3. Supplier’s insurance required hereunder shall bear endorsements evidencing a waiver of the right of subrogation against Buyer and an assignment of statutory lien.
  4. Supplier agrees to make Buyer an “Additional Insured” under all such policies and provide Buyer with a certificate of insurance, together with policy endorsements evidencing Buyer’s status as an additional insured and all coverage required under the terms of this Purchase Order.
  5. Supplier shall provide for or require any subcontractor to maintain similar coverage for the subcontractor’s employees employed in connection with this Purchase Order.
  6. It is hereby agreed that all insurance coverage available to Buyer under Supplier’s policies will be primary without right of contribution from any other insurance carried by or on behalf of Buyer, and that all of Supplier’s insurance policies identified in this section will so indicate.

18. Limitation of Buyer’s Liability

  1. In no event shall Buyer be liable to Supplier for anticipated or actual lost profits, loss of business, loss of savings, or for any indirect, special, incidental or consequential loss or damage however arising (in contract, tort or otherwise), even if Buyer has been advised of the possibility of such damage.
  2. Buyer’s sole responsibility to Supplier in contract, tort (including negligence) or otherwise arising under this Purchase Order shall not exceed payment for conforming Paper Stock completed and delivered to Buyer in accordance with the Purchase Order.

19. Trade Secrets and Other Intellectual Property of Buyer

  1. All specifications, data and other information furnished by Buyer, or its agents, to Supplier in connection with this Purchase Order and any data, processes, machine configurations, procurement requirements, customer names or other information otherwise observed, collected, or obtained by Supplier while on Buyer’s premises remain the exclusive intellectual property of Buyer and shall be treated by Supplier as proprietary and shall not be disclosed or used, except for implementation of this Purchase Order, without express prior written approval from Buyer.
  2. The purchase of Supplier’s Paper Stock does not authorize Supplier to use the name of or make reference to JP Worldwide LLC for any purpose in any releases for public or private dissemination, nor shall Supplier divulge or use in any advertisement or publication any specifications, data or other information pertaining to or relating to this usage without express prior written approval from Buyer.

20. Data Confidentiality

  1. All information contained or collected in computer systems or programs, audio, visual, copy, or electronic media of any kind (“Data”) which comes into Supplier’s possession during performance of or in connection with this Purchase Order shall be exclusive to Buyer and shall be treated by Supplier as confidential and private information which shall not be disclosed to any third party without consent of the Buyer.
  2. Supplier must keep secure any device that contains Data and must take appropriate steps to remove all Data prior to disposal or resale of the device.
  3. Supplier agrees that should Supplier come into possession of any Data (regardless of medium) or other information not intentionally furnished by Buyer, Supplier shall notify Buyer immediately and at Buyer’s discretion return or destroy such Data.

21. Safety, Compliance

  1. Supplier and its subcontractors shall comply with all local, state, and federal health and safety laws and regulations applicable to Supplier in the performance of its obligations hereunder, including without limitation compliance with the provisions of and the standards and regulations issued under, the Occupational Safety and Health Act of 1970.
  2. Supplier certifies that all Services furnished and all work performed hereunder will comply with said standards and regulations.
  3. Supplier further agrees to indemnify and hold harmless Buyer for any loss, damage, fine, penalty or any expense whatsoever as a result of the failure of Supplier or its subcontractors to comply with the aforementioned Act and any standards or regulations issued there under.
  4. While on Buyer’s premises, Supplier and its subcontractors shall comply with Buyer’s site-specific regulations and shall ensure that all of its employees, subcontractors and agents have a safe work environment.
  5. Supplier is solely responsible for the safety of the employees of Supplier and its subcontractors and the means and methods utilized by it or its subcontractors’’ employees in performing the Services contemplated herein, and Supplier agrees that Buyer shall have no such responsibility.
  6. In the event an employee of Supplier or one of its subcontractors is injured while on Buyer’s premises, Supplier shall (i) immediately notify Buyer of the time, nature, and severity of the injury, (ii) at its own cost and expense cause to be performed an investigation into the “root cause” of the injury by a competent investigator, and (iii) provide Buyer with a copy of the investigation report. The report shall include an explanation of causation of the accident and the steps Supplier or its subcontractor is taking to avoid a similar accident from occurring in the future. Supplier shall also provide Buyer with periodic updates on the date the injured employee will return to work. In the event Buyer elects to perform its own investigation, or requests that a joint investigation be performed, Supplier shall cooperate and actively assist in such an effort.
  7. In addition to the above, if an employee of Supplier or one of its subcontractors experiences a “near miss” that could have resulted in serious injury while on Buyer’s premises, Supplier shall investigate the incident and report to Buyer its findings and the steps that Supplier will take to avoid a repeat incident.
  8. All Paper Stock covered by this Purchase Order must be produced or performed in accordance with applicable federal, state, and local laws, regulations, rules, and orders, including those dealing with equal employment opportunity and the protection of the environment.

22. Notices

  1. All notices, and other communications hereunder shall be in writing, and shall be addressed to Supplier’s address for payment or to an authorized Buyer representative, and shall be considered given when (a) delivered personally, (b) sent by confirmed facsimile, (c) sent by commercial overnight courier with written verification receipt, or (d) three (3) days after having been sent, postage prepaid, by first class or certified mail.

23. General Terms

  1. Integration. The Purchase Order and the Terms and Conditions set out herein contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to the subject matter.
  2. Severability. If any provision of this Purchase Order shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
  3. No Waiver. Buyer’s delay or failure to enforce strictly these terms and conditions or to exercise any of its rights under the Purchase Order and/or the terms set out herein shall not be deemed or construed to operate as Buyer’s waiver of any such right, nor to excuse Supplier from future performance. Waiver by Buyer, to be effective, must be in writing and signed by a duly authorized representative of Buyer.
  4. Set-Off. All claims for money due or to become due from Buyer shall be subject to deduction or set-off by the Buyer by reason of any Mill Claim Costs and/or any counterclaim arising out of this or any other transaction with Supplier.
  5. No Employment. The parties agree that Supplier is an independent contractor for all purposes, without express or implied authority to bind Buyer by contract or otherwise.
  6. No Assignment. The rights and obligations under this Purchase Order and these terms and conditions may not be assigned by Supplier without the prior written consent of Buyer. Notwithstanding the foregoing, these terms and conditions shall inure to the benefit of Buyer’s successors and assigns.
  7. Force Majeure. Buyer shall have the right to suspend shipments from Supplier without penalty or liability to Buyer and shall not be liable to Supplier for its failure to accept delivery of Paper Stock in the event of war, terrorism, riot, flood, acts of God, fire, casualty, court order, strike, work stoppage, act of governmental authority, or other causes beyond Buyer’s control.
  8. No Construction Against Drafter. Buyer and Supplier acknowledge that they have read these Purchase Terms and Conditions, and the Purchase Order, have had the opportunity to review it with an attorney of their respective choice, and have agreed to all its terms. Under these circumstances, Buyer and Supplier agree that the rule of construction that a contract be construed against the drafter shall not be applied in interpreting these Purchase Terms and Conditions, and the Purchase Order, and that in the event of any ambiguity in any of the terms or conditions herein, including any Exhibits or Schedules hereto and whether or not placed of record, such ambiguity shall not be construed for or against any party hereto on the basis that such party did or did not author same.
  9. Governing Law. Disputes as to Purchase Orders shall be governed in all respects by the laws of the State of California and is entered into and to be performed entirely within California without regard to conflict of law provisions.
  10. Forum. Supplier agrees that any claim or dispute Supplier may have against Buyer shall be resolved only by a court located in Orange County, California, and Supplier agrees to submit to the personal jurisdiction of the courts located within Orange County, California for all such claims or disputes.
  11. Limitations. Any action resulting from any breach on the part of Buyer as to the Paper Stock delivered hereunder must be commenced within six months after the cause of action has accrued, without regard to any tolling based on belated discovery or other grounds.
  12. Prevailing Party. If any action is brought by either party against the other to enforce any of the provisions hereof or otherwise in connection with or arising out of Buyer’s purchase of Paper Stock from Supplier, the non-prevailing party in any final judgment agrees to pay the other party’s reasonable expenses, including reasonable attorneys’ fees and expenses, in or out of Baseball Arbitration or litigation and, if in litigation, trial, appellate, bankruptcy or other proceedings, expended or incurred in connection therewith, as determined by a court of competent jurisdiction.
  13. WAIVER OF TRIAL BY JURY. THE RESPECTIVE PARTIES HERETO SHALL AND HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR FOR THE ENFORCEMENT OF ANY REMEDY UNDER ANY STATUTE, EMERGENCY OR OTHERWISE.

Exhibit A to Purchase Order – Absolute Prohibitives