Revised November 23, 2021

1. ACCEPTANCE: RRD may issue, from time to time, its purchase order (hereinafter called the “Order”) to Supplier for RRD’s purchase of the Products. The Order constitutes RRD’s offer to Supplier and is not binding on RRD until accepted by Supplier in writing, or Supplier fails to reject Order with 48 hours, or by a delivery of the Products or by the rendering of the services pursuant to the Order. All Orders issued to Supplier by RRD during the term of this Contract shall be governed only by the terms and conditions of this Contract notwithstanding any preprinted terms and conditions on Supplier's acknowledgment or RRD's Order. Any additional or different terms in Supplier’s documents are hereby deemed to be material alterations and notice of objection to and rejection of them is hereby given. Supplier acknowledges that delivery on time is a condition of all Orders and that time of delivery is of the essence of this Contract. Delivery shall be effected according to the delivery schedule specified in each Order. RRD reserves the right to return any over-shipment in excess of the ordered amount at Supplier’s expense. If Supplier cannot deliver the Products or perform the services within the agreed delivery period, then Supplier shall, as soon as it becomes aware of the delay or any risk of delay, inform RRD thereof in writing stating the reason for the delay, and propose a new delivery or completion date. Without prejudice to any other obligations Supplier may have, Supplier shall minimize the effects of the delay. If the parties hereto have not agreed on a new date of delivery, and in case the respective delivery of the Products is delayed from the agreed delivery date due to reasons other than Force Majeure, then RRD shall have the right to (a) require Supplier to pay all the extra costs, expenses and damages, including but not limited to material expediting fees and premium transportation fees incurred by RRD as a result of the Supplier’s delays in delivery or (b) cancel the respective delivery and all other Orders without any liability to Supplier. Such cancellation shall be without prejudice to the right(s) of RRD accrued up to the cancellation thereof. Supplier shall be liable for any damages suffered by RRD due to delayed shipment caused by the Supplier, including without limitation, claims filed against RRD by its Customers.
2. TERMINATION: RRD may terminate for convenience at any time by written notice any Order, or its obligation to purchase any Products or services from Supplier. If an Order is terminated for convenience, the Order shall be deemed terminated upon receipt of the Notice, unless the notice specifies a date for termination or otherwise mutually agreed to by the parties. RRD shall pay for any Products delivered or services performed prior to the date that termination becomes effective (on a pro rata basis if RRD has paid in advance any fees covering a fixed period of Services). Unless RRD has requested and received a refund in respect of any undelivered product(s) or terminated services, it shall be entitled to the delivery of all product(s) and completion of all services for which it has paid prior to the effective date of the termination. In addition to any other remedy provided at law or equity, either party shall have the right to terminate or cancel an Order, and any obligation to purchase, sell or provide a product or service, in the event the other party (a) fails to comply with any condition of the Order or any related Agreement, and such failure is not remedied within thirty (30) days after written notice thereof has been given to such other party; (b) becomes insolvent, makes an assignment for the benefit of creditors, suffers or permits the appointment of a receiver, trustee in bankruptcy or similar officer for all or parts of its business or assets; or (c) avails itself of or becomes subject to any bankruptcy proceeding under the laws or any jurisdiction relating to insolvency or the protection of rights of creditors. “Products” means the products, as listed in an Order, their parts, and any other goods or services sold hereunder, substantially stipulated in each Order issued to Supplier by RRD from time to time. An Order may be updated from time to time by RRD.
3. CONFIDENTIALITY: All specifications, documents, artwork, or drawings delivered to Supplier by RRD, and any other non-public information RRD discloses to Supplier, remains RRD's property. The information is provided to Supplier solely for the purpose of Supplier's performance of the Order and on the express condition that neither the Order nor the information contained therein or provided in connection therewith shall be disclosed to others nor used for any purpose other than in connection with the Order without RRD's prior express written consent. RRD reserves the right to request that Supplier return all such information to RRD or destroy it. Supplier's obligations under this paragraph shall survive the cancellation, termination or other completion of the Order.
4. WARRANTY: Supplier hereby represents, covenants and warrants that:
   • All of its activities hereunder will be undertaken (i) in a safe manner that presents no threat of bodily injury or property damage, and that complies with the highest standards of safety and accident prevention found in all laws applicable to Supplier, and (ii) in full compliance with all applicable laws, rules, orders, and regulations, and GMP guidelines, including, without limitation: (1) the Restriction of Hazardous Substances (RoHS) Directive passed into law by the European Union (E.U.) and any other applicable environmental law, directive, rule or regulation (“Environmental Laws”); (2) laws related to the employment of its employees and contractors (including, without limitation, provisions related to wages, benefits, hours, leaves of absence, equal opportunity, occupational health and safety, workers’ compensation, severance, collective bargaining, and employment-related taxes); (3) laws related to the import, export or re-export of commodities, technology or technical information; and (4) laws related to the payment of taxes, excises, duties, tariffs and other governmental fees. For the purpose of this Contract, Environmental Laws shall mean any law relating to (i) the indoor or outdoor environment, (ii) the health or safety of natural persons affected by the environment, (iii) the generation, manufacture, processing, transportation, distribution, handling, use, treatment, recycling, storage or disposal of chemicals, materials, substances or wastes (collectively, “Regulated Substances”), or (iv) the release, spill, emission, emanation, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of Regulated Substances into the indoor or outdoor environment;
   • Supplier shall identify, prior to shipment to RRD, all raw materials or Regulated Substances which may be banned, restricted, or require any of the following: registration, licensing, fees, reporting, or notification to any local, state, provincial, national or federal authority or agency. Such Regulated Substances shall not be sold or delivered to RRD unless the ban, restriction or regulatory requirements are specifically referenced and agreed to by both Supplier and RRD in writing prior to shipment to RRD. For any item supplied to RRD, Supplier must comply with all local country and regional (e.g., European Union, etc.) laws applicable to the raw materials and Regulated Substances provided. For any item supplied to RRD in the United States, Supplier must comply with Supplier further agrees to comply with all environmental, health and safety provisions contained in RRD's Specifications 'RPM - Regulated Products and Materials' and G1.
   • All contents in the environmental declarations and corresponding test reports provided to RRD are complete, true and accurate. At RRD’s request, Supplier shall execute the RRD’s standard compliance/guaranty letter and provide to RRD an accurate and complete list of all Regulated Substances contained in each Product, and the amount of each such Regulated Substance contained in each Product;
   • The Products shall be delivered in conformance with the specifications, certificates of conformity, certificates of sterility and FAI report will be required for all Products supplied (unless otherwise advised).
     • Quality Control System.
       • Supplier shall institute a failure analysis system, agreeable to RRD. The Supplier must take effective corrective and preventive action for any nonconforming Product delivered to RRD. Containment action will be completed and reported to RRD by the Supplier within 24 hours of notification of a quality issue. An analysis report and corrective action plan will be provided to RRD within 72 hours. A complete report detailing root cause analysis and the corrective and preventive action taken will be forwarded to RRD within 10 working days of notification of a quality issue. RRD reserves the right to adjust these timelines, if required, depending on the nature and criticality of the issue. For high priority issues, Supplier shall provide daily updates to RRD.
       • To the extent the Products constitute or include software or firmware, Supplier agrees to provide source code support to enable Customers to conduct tests on their production lines.
       • Supplier will supply a quality history, comprising a monthly report on defects per million units of Products and epidemic quality problems.
       • Supplier warrants that the Products it supplies under any Order will have a line reject rate of less than 233 defective parts per million (233 DPPM). Supplier shall be liable for all the cost and expenses, including but not limited to penalty resulted from operation shutdown, extra costs incurred for transportation, extra labor cost, customer cancellation charge and business loss, etc., incurred against RRD due to the failure to meet this quality requirement.
     • Supplier shall not make any changes in the layout or structure of the equipment in or the operation and structure of its manufacturing facilities, which could have an adverse impact on the manufacturing of the Products, without RRD's prior written approval.
     • In the event that Supplier becomes aware, or RRD discovers, that Supplier's methods and procedures for manufacturing the Products are not in compliance with the Specifications, applicable laws, result in infringement of any third party’s intellectual property rights or result in a breach of any of the provisions of this Contract, Supplier shall promptly notify RRD in writing and correct any such deficiencies immediately after obtaining knowledge thereof.
     • Supplier agrees to permit RRD's designated representatives to inspect facilities at which the Products are manufactured, stored or tested for the purpose of determining compliance with applicable regulations and the Specifications. RRD's exercise of these rights shall in no way waive, modify or diminish Supplier's obligations under this Contract.
     • Supplier shall promptly notify RRD of any production interventions or potential production interventions, resulting from any litigation, arbitration or any government actions, including court orders or injunctions, or trade commission decrees, which might adversely affect Supplier's ability to perform its obligations under this Contract;
   • Supplier has good title to any Product sold hereunder (free and clear of any taxes, claims, security interests, infringements of any intellectual property rights or other conflicting right of any kind) which title shall pass to RRD as provided herein;
   • The Products will not infringe any third party intellectual property right; and
   • All Products will be (i) new, (ii) free from defects in manufacture, material, workmanship and design at the time of delivery and for a period of 3 years after delivery to RRD facility and (iii) fit for the intended purposes.
   Any and all warranties herein shall be in addition to any warranties implied by law or otherwise made by Supplier and will extend to RRD’s Customers and survive acceptance and payment by RRD. The warranties made under this paragraph shall run to RRD and RRD’s contractors, customers and/or the end-users of the products manufactured by Customers that contain the Products.
5. PRICE: The prices of the Products shall be agreed in advance. All prices quoted to and payments made by RRD to Supplier shall be made in U.S. Dollars unless otherwise agreed in writing by both parties. Supplier shall invoice RRD for the Products or Services sold hereunder after Supplier confirms with RRD that the Products have been received by RRD and the RRD has successfully carried out the quality inspection procedures below. The Products shall be delivered and priced DDP (INCOTERMS 2010) unless otherwise agreed by both parties in writing. Title to and risk of loss of Products shall transfer from Supplier to RRD at the time of consumption by RRD. For all returns, Supplier shall pay all costs of return and provide RRD or RRD’s Customers a credit equal to the price RRD paid for the Products. If RRD is obliged to pay damages to a Customer due to Supplier’s breach of a representation, warranty, term or condition in this Contract, Supplier shall be responsible for the damages and/or losses incurred and suffered by RRD and for any damages to property or injuries suffered by users of the Products due to any defects in material or workmanship. If at any time during the term of this Contract or thereafter a serious defect or failure is discovered that may cause fire, smoke or otherwise affect safety or reliability of the Products, the Supplier shall take necessary steps in order to cure or prevent such defect or failure at its cost and expense. Charges will be consolidated into one invoice per calendar month. Payment by RRD is due net 90 EOAP unless otherwise agreed by both parties in writing. (90 days after the end of the then-current monthly accounting period). Invoices will be paid on the 18th of the month in which they are due or the next business day thereafter. RRD may, at any time, deduct or set-off Supplier’s claims for money due or to become due from RRD against any claims that RRD has or may have arising out of this or any other transaction between the parties hereto.
6. CONSIGNMENT: Title to and ownership of any consigned Product shall remain vested in Supplier, and be Supplier’s sole property and subject to its Order, until the Product is utilized by RRD. Supplier shall not pledge or otherwise encumber any consigned Product located at an RRD facility without RRD's prior written consent.
   • Once per calendar quarter, Supplier shall have the right upon reasonable written notice during normal working hours to enter in or upon the premises where said Product is kept to inventory, audit, and examine said Product, and to remove it if it so desires.
   • The Products that have been used from the consignment inventory will be billed to RRD consistent with the terms outlined above.
   • All consigned Product will be delivered F.O.B. shipping point unless otherwise agreed in writing.
   • RRD will carry at its expense standard fire, sprinkler leakage, and extended coverage insurance, subject to the usual exclusions, limitations, and conditions of such policies, on the actual cash value of all consigned Product in RRD's care, custody and control. If consigned Product is damaged as a result of an insured peril under the applicable insurance policy, RRD may, at its option, either replace the consigned Product or reimburse Supplier for the actual cash value of the consigned product. If RRD elects to reimburse Supplier for the consigned Product's actual cash value. RRD's liability shall be limited to the proceeds of such policy plus any related deductible applied to the claim for damage to Supplier's property.
   • RRD is not obligated to purchase any particular volume of Product from Supplier, and nothing contained herein shall be construed as creating any exclusive rights or obligations on the part of either RRD or Supplier.
   • Upon termination of an applicable Order, RRD shall pay for all final consigned inventories in accordance with above, and Supplier shall remove any remaining excess inventory from RRD's facilities at Supplier's sole cost and expense within thirty (30) days of request.
7. EXPORT/IMPORT: Any export credits belong to RRD, and Supplier shall furnish all documents required for international shipments, and upon request, all documents required by RRD to obtain export credits and customs drawback and remission. Supplier shall include a priced invoice with the master packing slip for international shipments. Upon RRD's request, Supplier shall furnish certificates that identify the country of origin of the materials used in the goods RRD purchase from Supplier and the value added thereto in each country.
8. INSPECTION: Prior to the shipment of the Products, Supplier shall, at its sole cost and expense, inspect and perform quality control for all Products pursuant to the standards agreed upon by the parties hereto or specified in Orders. Successful completion of RRD’s inspection procedures, or RRD's acceptance of and/or payment for any shipment or any Product shall not relieve the Supplier of any of its warranties. RRD may reject, require corrections, or return Products to Supplier, at the expense of and risk of loss to Supplier, for Products delivered to RRD that do not conform to applicable requirements. Without limiting any of its remedies, after notice to Supplier, RRD may either (a) replace or correct any non-conforming Products and charge Supplier the costs and expenses of such replacement or correction, and/or (b) cancel any or all Order(s) under any applicable provisions of this Contract.
9. END OF LIFE: Supplier shall notify RRD of any intention to stop the manufacture of any Products or part thereof, with a minimum of 120 days’ advance notice. RRD shall have the right to require the Supplier to extend the date of placing last orders and the right to require phased delivery of such last orders. Supplier shall manufacture, supply, support, repair and replace Product without interruption for RRD for seven (7) years after the last unit of Product delivered to RRD. For this purpose, Supplier shall keep enough quantity of required Product and necessary spare parts with documents and resources of Product in stock during the term of availability. In the event Supplier seeks to discontinue the supply or support of the Product due to technical unfeasibility, Supplier shall give notice to RRD no less than six (6) months in advance and get a confirmation of RRD. In this situation, Supplier shall provide alternative products according to RRD’s request.
10. INDEMNIFICATION AND LIABILITY: Supplier shall defend, indemnify and hold RRD, its Affiliates, officers, directors, employees and Customers harmless from and against any and all claims, demands, liabilities, losses, damages and settlement expenses costs or expenses whatsoever (including court/arbitration costs and attorneys' fees) arising out of or resulting from breach or alleged breach of any Order. In the event a claim of intellectual property infringement is brought or threatened against RRD, Supplier may, at its sole option and expense: (1) procure for RRD the right to continue use and sale of the Products under this Contract; (2) modify the Products for avoidance of any infringement to third party; (3) replace the infringing part of such Products thereof with other parts having substantially the same or better capabilities as required under this Contract; or (4) upon the request from RRD, repay to RRD a portion, if any, of the payment and reimburse any loss or damage as suffered by RRD. IN NO EVENT WILL RRD BE LIABLE TO SUPPLIER OR ANY THIRD PARTY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OF PROFITS OR BUSINESS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING FROM OR AS A RESULT OF THESE CONTRACT TERMS, ANY ORDER OR ANY AGREEMENT BETWEEN THE PARTIES RELATING TO THE PRODUCTS, SERVICES OR DELIVERABLES SUPPLIER PROVIDES, EVEN IF RRD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. SUPPLEMENTAL TERMS: Additional terms and conditions, as outlined below, may apply to Products or Services provided by Supplier to RRD, depending on the nature of the Products or Services. These terms, as well as the other documents referenced in this Section, are listed and available on RRD’s Supplier Info page. The version governing this Agreement shall be the version in effect as of the Effective Date or at the time of the annual review. RRD shall retain copies of all versions of the documents referenced above during the term of this Agreement and records showing the effective dates of each version.
    • If Supplier sells Products to RRD that include any food, drug, cosmetic or medical device, or consumer product, the terms of RPM Safety Specifications shall apply to such purchases.
    • If Supplier performs any design, development or other professional Services to RRD, the terms of Specification D-1 shall apply to such Services.
    • For Services performed at an RRD site, Supplier shall conform to all EHS provisions contained in Specifications 'RPM - Regulated Products and Materials', G1 and the RRD Contractor EHS Program. A Supplier representative shall participate in an initial and annual review of the RRD Contractor EHS Program and shall advise and cause all personnel and subcontractors who perform Services at the site to comply with the requirements of the program.
    • If Supplier's Services include the receipt, storage, maintenance or processing of, or if Supplier is otherwise granted access to, Protected Health Information or Personal Information or is otherwise involved in the administration of certain Medicare-related products or services, the terms of Specification H-1 shall apply to such Services. The terms "Protected Health Information" or "Personal Information" are defined in Specification H-1.
    • Throughout the Term Supplier provides Products and/or Services, and for a period of three (3) years thereafter, the Supplier shall obtain and maintain at its own expense, from a qualified and licensed insurance carrier reasonably acceptable to the Customer, all insurance required to be obtained under best practices for the Services, including, if warehousing services are provided, Warehousemen's Legal Liability sufficient to cover the purchase price for all inventoried Products, and as otherwise required for Supplier's operations. Such insurance shall include coverage for consequential losses. Supplier shall provide insurance details to Customer on request.
    • Supplier agrees to maintain accurate records, invoices, documents, and information (collectively, “Records”) relating to Supplier's compliance with laws, rules and regulations, and the Products and Services. Supplier will retain such Records for a period of at least five (5) years from the date of the last invoice issued to RRD. RRD may conduct remote or on-site reviews and assessments during normal business hours upon written request as necessary to determine Supplier’s compliance with its Services and Products. Supplier agrees to reasonably cooperate in all such assessments and audit requests and make available its internal practices, books, and Records relating to the Services and Products provided to RRD, in a time and manner reasonably designated by RRD, for such purpose.
12. ASSIGNMENT/DELEGATION/SUBCONTRACTING: Supplier may not assign, delegate, subcontract or transfer any Order, the work required to be done or any payments to be made hereunder without RRD's prior written approval. In the event of agreed delegation or subcontracting, Supplier shall continue to be liable with respect to all of the obligations or liabilities assumed by it hereunder and hereby guarantees satisfactory performance of the Agreement, if any, by its delegate or subcontractor. Supplier shall enter into a written agreement with any permitted subcontractor, which, at a minimum, meets the insurance requirements of these Purchase Order Terms and includes provisions protecting RRD's Confidential Information in a manner consistent with the terms of this Agreement. All claims for monies due or to become due from RRD shall be subject to deduction by RRD for any setoff or counterclaim arising out of this or any other Orders with Supplier whether such setoff or counterclaim arise before or after such assignment, delegation, subcontracting or transfer by Supplier.

13. REMEDIES: RRD's remedies shall be cumulative and shall include any remedies allowed by law. Waiver of any breach by RRD shall not constitute RRD's waiver of any other breach of the same or any other provision. Acceptance of any items or payments therefore shall not waive any breach.

14. GOVERNING LAW/SUBMISSION TO JURISDICTION: This agreement shall be construed in accordance with the laws governing contracts made and to be performed in the State of Illinois, U.S.A., exclusive of the U.N. Convention on the International Sale of Goods. Supplier hereby consents to the jurisdiction of any local, state, or federal court located within the State of Illinois and waives any objection which Supplier may have based on improper venue or forum non conveniens to the conduct of any proceeding in any such court.
15. LANGUAGE:The parties confirm that it is their wish that these Contract Terms, as well as any other documents relating hereto, including all Orders, notices, schedules, authorizations, attachments and amendments, have been and shall be drawn up in the English language only. Les parties confirment que c'est leur volente expresse que ce contrat et tous documents y etant relatif, y compris les bons de commande, les avis, les annexes, les autorisations, les pieces jointes et les amendements soient rediges en langue anglais seulement.
16. ENTIRE AGREEMENT: This Agreement and associated documents referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof; all prior agreements, representations, statements, negotiations and undertakings, whether oral or written, are superseded hereby. In the event RRD acquires, is acquired by or merges with another company that has a written contract with Supplier, or otherwise assumes a contract between Supplier and the acquiring, acquired or merging company (each, a "Legacy Contract"), RRD may at its sole option terminate the Legacy Contract by written notice and elect to have this Agreement govern all transactions between Supplier and RRD and its Affiliates from and after the date given in the notice.
17. CODE OF CONDUCT: Supplier shall comply with RRD’s Supplier Code of Conduct and adopt an internal control system to ensure compliance therewith. Upon request by RRD, Supplier shall furnish RRD with information on its compliance with the aforementioned code of conduct and assist in any audit being conducted by RRD or its representatives.
18. FORCE MAJEURE: Neither party shall be liable for, be deemed to be in default for delay of or failure in delivery or performance of any other act under this Contract due to any of the following causes: acts of God, civil war, insurrections or riots, fires, floods, earthquakes, epidemics or quarantine restrictions. Under such circumstances Supplier, however, is still under the obligation to take all necessary measures to hasten the delivery of the Products. In case the event lasts for more than 15 days, RRD shall have the right to cancel the respective Order and this Contract without any liability towards Supplier.

19. NOTICES: Except as either party may hereafter notify the other party in writing with respect to itself, the address for notices of the parties for purposes of this Contract shall be:

    RRD Address:
    RR Donnelley Global Turnkey Solutions Limited
    Holyhill Industrial Estate
    Cork
    Ireland
    Attn: Managing director

    Copy to: R. R. Donnelley & Sons Company 35 W. Wacker Drive
    Chicago, IL 60601 USA
    Attn. General Counsel

    Supplier Address:
    Street:
    Tel:
    Email:

    Notices may be delivered either by hand or by recorded post and shall be deemed to have been served (1) if by hand, at the time of delivery or (ii) if by recorded post, forty-eight hours after the time of posting as shown on the certificate of posting.