Bee Macau Purchase Order Terms and Conditions

Seller and Buyer are identified on the Purchase Order.  The terms “goods”, “equipment”, “merchandise”, “stock”, “services” and “products” when used in any part of a purchase order, shall, as applicable be referred to herein as “product” or “products.”  Seller and Buyer may each be referred to herein as “party” and collectively as “parties.”

1. The Seller has an obligation to guarantee the proper functioning of the goods. If the products shipped in excess of order or different from samples on which this order was placed, will be held subject to Buyer’s right to reject or will be returned at Seller’s expense. In such cases, the Seller shall be responsible for repairing the goods, or, if necessary and the goods are replaceable, for replacing them.
2.  Buyer will assume no liability for loss or damage to products while in transit when terms of sales are F.O.B. Destination, or DDP Buyer’s facility.

The difference between invoiced amount and actual receipt of products will be offset through the issuance of a debit memo to the Seller in the Buyers Customary form.

Buyer will assume liability for loss or damage to products while in transit when terms of sale are F.O.B. Origin.

The Seller will be required to supply proof of shipment, verifying quantity and condition of products shipped. The Buyer will file a claim with its insurance carrier to recoup any losses incurred. The Seller will provide any assistance necessary to the Buyer to aid in the collection of its claim.

3.  This order is given upon condition that the prices are guaranteed against increase until this order is completed and the products are received by Buyer.
4.  Failure  to deliver  products as agreed  under  the conditions of  this order  will give  Buyer  the right  to purchase  such or similar  products on the open  market  at the prevailing market  prices  and Seller is to indemnify and reimburse Buyer for the amount  in excess of the purchase  price specified on the face of this order.
5. Seller agrees to provide to Buyer (a) detailed Bill of Substance for every product supplied, and (2) Certificate of Compliance for each shipment of product.
6.  Invoices dated and shipped after the 25th of each month will be treated as bills of the following month.
7.  If written notification is not received by Buyer within 8 days upon receipt of this order it is understood that all the terms and conditions herein contained are acceptable to Seller.
8.  Whether  or not Buyer  returns  any product described in this order  or retains  the same, Seller  hereby agrees  to indemnify, defend and hold  harmless  the Buyer, its affiliates, officers, directors, employees and agents, successors and assigns  (collectively, “Indemnitees”) from and against  all loss, damage, judgments or liability, including amounts agreed to in a monetary settlement, costs, expenses including litigation costs and reasonable attorney’s fees, the cost of pursuing any insurance providers, fines and penalties (collectively, “Claims”), imposed upon or incurred by Indemnitees arising out of or related to:

(a) the breach by Seller of any terms and conditions of this Purchase Order or negligence or intentional misconduct or omissions of Seller or its employees or agents in the performance of services and/or providing of products, and any Claims arising out of or related to: (i) loss and liability, damage to, destruction of, or loss of property and the injury to or death of any Indemnitee, any of which is claimed to arise from an alleged defect in a product or claimed to be caused by Seller or Seller’s agents or employees; (ii) an alleged defect in a product or manufacture, sale, consumption or use of a product sold or provided by Seller or purchased by Buyer; (iii) failure of a product sold or provided by Seller to comply with any applicable specifications or with express and implied warranties of Seller; or (iv) violations in regard to a product of any statute, ordinance, administrative order, rule or regulation, including but not limited to the statutes, ordinances, administrative orders, rules or regulations specified in Paragraph 15.

(b) Claims of infringement of any patent, copyright, trademark, trade secret, license or other proprietary right of any third party in connection with any services, products, deliverables, work product or information furnished by Seller to Buyer under this Purchase Order or any other Agreement.  If, as a result of such claim, Buyer is enjoined from using any deliverable, work product or information, or in Seller’s opinion is likely to become enjoined, Seller, at its expense and at Buyer’s election, shall take one or more of the following actions: (i) modify the product so that it is no longer infringing (provided that its functionality is not impaired); (ii) replace the deliverable or product with functionally equivalent products and/or services; (iii) obtain the right for Buyer to continue using the infringing material; or (iv) reimburse Buyer for the full cost to replace the infringing material with material that is functionally equivalent or superior, or refund to Buyer the full fee payable under this Agreement pursuant to which the infringing material was supplied.  Notwithstanding any reimbursement, replacement, or modification, Seller’s obligations to indemnify, defend and hold harmless Buyer will not be diminished or eliminated;

               (c)  Claims under any labor, employment, employee benefit, tax to the extent arising out of any act or omission of Seller or its employees, or agents.  In addition to Seller’s indemnification obligations under this section, Seller shall cooperate fully in the defense of any claim by local government authority against Buyer regarding taxes assessed against Buyer.

In the event of a Claim, Buyer or its legal representative shall promptly notify Seller in writing and forward all related documents to Seller.  Buyer shall tender sole defense and control of the Claim to Seller, but Buyer is entitled to be represented by counsel at Buyer’s expense at any proceeding or settlement discussions on a monitoring, non-controlling basis only.  If Seller fails or elects not to defend or settle the Claim, Buyer may defend or settle the Claim and Seller shall pay to Buyer all damages, costs and expenses (including but not limited to, litigation costs, attorneys’ fees and expenses) incurred or amount paid in settlement by Buyer.

               All indemnification obligations provided herein shall survive after Seller’s performance hereunder and shall survive termination or expiration of any agreement between Seller and Buyer, including but not limited to any proposal or order.  

Indemnification obligations hereunder shall be in addition to the indemnification obligations specified in any other agreements or documents related to Seller and Buyer.   

9.  To the extent that this order may constitute an acceptance or confirmation of any offer, proposal or contract by or with Seller, said acceptance or confirmation is expressly conditioned upon the assent of Seller to all of the provisions hereof and to the deletion from said offer, proposal or contract of any and all provisions which are not hereby specifically accepted by Buyer.  Acceptance of this order shall constitute such assent.
10.  No variation in any of the terms, conditions, deliveries, prices, quality, quantity and specifications of this order, irrespective of the wording of Seller’s acceptance or invoice, will be effective without Buyer’s written consent.  Buyer reserves the right to limit size and weight of units delivered.
11.  Seller hereby grants Buyer a limited, nonexclusive and perpetual license to utilize any and all intellectual property rights that Seller may hold in the products purchased hereunder for any and all purposes as may be contemplated by the parties hereunder. In the event of a conflict between the terms of this Agreement and the terms of any so-called “Work For Hire” agreement as may be executed by the parties for the creation of any materials by Seller for the benefit of Buyer, it is agreed that the terms and conditions of the Work For Hire agreement shall control and govern the relationship and respective rights of the parties.
12.  Seller warrants that (a) products covered hereby shall conform to description and specifications herein provided, shall be of good material and workmanship, merchantable, fit for the purpose intended,  and  free  from defect for a period of at least one (1) year;  (b)it shall perform services in a professional and workmanlike manner in accordance with all applicable standards by appropriately qualified personnel having a skill level and training commensurate with Buyer’s requirements and will achieve a productivity level that reflects diligent application of such skill and training; (c) all services furnished to Buyer  will be free from defects in workmanship and design, will be free from all liens and encumbrances, will conform in all material respects with all technical, functional and performance specifications supplied by Buyer for a period of at least one (1) year from Buyer’s receipt of services; and (d) performance of services and creation and development of products and services by Seller will not infringe the intellectual property rights of any third party.  Buyer shall have the right prior to acceptance to inspect any such goods/services and to reject any or all goods/services that are in Buyer’s judgment defective. Seller will permit Buyer to inspect goods/services at any or all stages of their production at any time at Seller’s facilities or those of any of Seller’s subcontractors or any location in which the goods or services are manufactured or rendered . Buyer may reject an entire lot based upon a sampling. Any such lot may be returned to Seller for one hundred percent (100%) retesting at Seller’s cost. Buyer’s acceptance is always conditional; Buyer  may later reject goods/services that exhibit or develop defects. Goods rejected and goods supplied in excess of quantities called for in a PO may be returned at Seller’s expense and, in addition to Buyer’s other rights, Seller shall pay all expenses of examining and reshipping such goods and risk of loss upon reshipment to Seller shall be Seller’s. Nothing contained in any PO shall relieve Seller in any way from the obligation of testing, inspection and quality control. Seller will maintain an objective quality program in accordance with and will otherwise participate and comply with any applicable Buyer quality and certification programs. If Seller becomes aware that a defect may exist in any goods sold to Buyer and the defect is capable of causing death or bodily injury to any person or property damage (“Hazard”), Seller shall immediately notify Buyer, and Seller is responsible for any and all costs associated with the Hazard including, without limitation, the cost of corrective action/recall and any costs Buyer incurs as a result of such Hazard. Buyer shall have the right at any time to make changes in drawings, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, and notice of such increase or decrease shall have been provided within 15 days, then an equitable written adjustment shall be made to the corresponding PO.
13.  Seller at its own expense agrees to obtain and maintain in full force and effect at least the following types and amounts of insurance coverage:: (a) Commercial general liability covering bodily injury, property damage, products and completed operations, and personal and advertising injury with minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate.  This policy shall include contractual liability coverage applicable to the indemnities assumed hereunder; (b) Errors and omissions with limits no less than $1,000,000 for each occurrence and $2,000,000 in the aggregate; and; (c) Automobile Liability with a limit of not less than $1,000,000.00 each accident; (d) Workers compensation insurance with limits no less than the amounts required by law; and (e) Employers’ Liability insurance with a minimum limit of $500,000.00 per accident. At the time of the execution of this Agreement, Seller shall furnish Buyer with certificates of insurance evidencing such coverage with an insurance Buyer having no less than A- Bests rating with Buyer named as an additional insured on the Commercial General Liability policy. The certificates shall provide that (i) the insurer waives its rights of subrogation against Buyer, and (ii) the insurer will provide notice in writing at least thirty (30) days prior to any cancellation or material change in such insurance coverage. Seller shall provide Buyer with updated certificates as these policies renew so current certificates are on file with Buyer at all times. Seller shall require each of its subcontractors to carry insurance, in accordance with the terms of this section, at all times during the performance of services and providing of products by Seller.
14.  If and to the extent that a party’s performance of any of its obligations, including but not limited to providing products and performing services, is prevented, hindered or delayed by (a) acts of God; (b) flood, fire, earthquake, tornado, hurricane, epidemics, pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial or supply disturbances; (h) shortage of adequate power or transportation facilities;  , or (i) any other similar cause beyond the reasonable control of such party (each a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions,  then the non-performing, hindered or delayed party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means.  The party whose performance is prevented, hindered or delayed by a Force Majeure Event will immediately notify the other party in writing of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the event.  If a Force Majeure Event continues for more than thirty (30) days after such written notice is received from the party whose performance is prevented, hindered or delayed by a Force Majeure Event, then the other party may at its discretion terminate without penalty any orders and agreements between it and the non-performing party.
15.  All artwork  and designs, including but not limited to films, negatives  or plates, involving  Buyer’s  trademarks or any  reproduction thereof,  and all tools,  dies or molds  belonging to Buyer  shall, notwithstanding their invention  or  use  by  Seller,  be  and  remain  the property  of Buyer  and  shall be  delivered  to Buyer  upon completion in as good condition as when delivered  to Seller,  reasonable wear and tear expected.  All costs of shipping and insuring such items shall be borne by Buyer.   Any such items shall only be used to manufacture products specified by Buyer.  Seller agrees  that it will not allow such items  to be used by any other  person, firm  or corporation nor  will  it  give  possession of any  such  items  to  any  person,  firm  or corporation without the prior written consent of Buyer.
16.  (a) Seller  represents and warrants  that the production, sale and shipment  of the merchandise shall comply with all applicable labor, anti-discrimination, anti-corruption, immigration, and environmental laws and regulations in the Macau Special Administrative Region and in any other jurisdictions where such activities take place.

               (b) Seller  represents and warrants  that no forced labor, including child labor or prison labor, was used in the production, sale nor shipment  of the merchandise  and that Seller complies with all applicable laws concerning product safety, hazardous substances, and environmental protection.

(c) For all products Seller provides to Buyer, Seller shall inform Buyer the product contains any restricted or hazardous substances under applicable Macau or international regulations. Upon request, Seller shall provide relevant certifications or documentation demonstrating such compliance.

(d) Seller shall implement procedures to assure that all goods (including any materials provided by your suppliers) do not contain conflict minerals (such as columbite-tantalite (also known as coltan (tantalum, niobium)), cassiterite (tin), wolframite (tungsten), gold or their derivatives) that directly or indirectly finance armed groups through mining or mineral trading in the Democratic Republic of Congo or an adjoining country.

17.  If any Macau tax is included in, or added to the prices paid to the Seller for the products covered by this order, and if any part of such a tax is hereafter refunded or credited to Seller, then Seller shall immediately pay the Buyer the amount of the refund or credit.
18.  No waiver by Buyer of any breach of the terms and conditions of this Agreement or any other Agreement between Buyer  and Seller, or the failure by Buyer  at any time  to exercise  a right or privilege granted  to it herein shall be deemed  to constitute a waiver  of any other prior or subsequent breach  or any other right or privilege. In addition to exercising its rights to cancel this or other orders, if Seller fails to perform according to the terms of this purchase order and agreement, Buyer may undertake to remedy for Seller’s account and at its expense, Seller’s non-performance.
19.  The terms on the front and back of this purchase  order constitute the entire agreement between the parties and supersede all prior negotiations, any writings and any other agreements between Buyer and Seller, in regard to the products included in this order, as well as any  and all terms  of a sales  order, acknowledgement or other form of Seller, unless  specifically accepted in writing by the Buyer. This agreement may only be changed in writing. Notwithstanding the foregoing, if Buyer and Seller execute a separate agreement in addition to this Purchase Order, then, unless otherwise agreed to in writing, the terms of the separate agreement shall govern to the extent of any conflict between the terms of this Purchase Order and the separate  agreement. To the extent of no conflict between the aforementioned documents and terms, then the terms of this Purchase Order shall apply along with the terms of the separate agreement.   
20.  This Agreement and all matters arising out of or relating to this Agreement, whether arising in contract, tort, or statute are governed by, and construed in accordance with, the laws of the Macau Special Administrative Region, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than Macau.
21.  Seller represents and warrants that the facilities producing the merchandise purchased hereunder comply with Buyer’s    Global    Business    Ethics    Principles, which    can   be   found    on Buyer’s website    at www.Cartamundi.com . Seller agrees that Buyer or its representative shall have the right from time to time, with one week prior notice, to inspect any such facilities and such inspection process may include, but might not necessarily be limited to, a review of the facility’s policies walkthrough of the entire facility, and confidential interviews with management.
22. (a) Seller acknowledges that its relationship with Buyer is one of high trust and confidence and that in the course of its relationship with and service to Buyer, Seller will have access to and contact with Proprietary Information (as defined below). Seller agrees that it will not at any time and during the Term of any agreement between Seller and Buyer, disclose any Proprietary Information to any person or entity other than its officers, directors, employees, agents, financial and legal advisers or to the affiliates, subsidiaries and parent entities of the receiving party that need to know the Proprietary Information in connection with the Services or products provided hereunder.

            (b)  For purposes of this Agreement, Proprietary Information shall mean, by way of illustration and not limitation, all information (whether or not patentable and whether or not copyrightable, whether in written, oral, visual or other form, whether or not marked as confidential or proprietary) owned, possessed or used by Buyer, including without limitation, any business or financial information, invention, formula, vendor information, Buyer information, apparatus, equipment, trade secret, process, research, report, technical data, know-how, computer program, software, software documentation, hardware design, technology, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost and employee list that is communicated to, learned of, developed or otherwise acquired by Seller in the course of its service as a Seller to Buyer.

            (c) The Seller’s obligations under this section shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach by the Seller or others of the terms of this section; (ii) is generally disclosed to third parties by the Buyer without restriction on such third parties or (iii) is approved for release by written authorization of the Chief Executive Officer or Chief Financial Officer of the Buyer.

            (d)  Upon termination or expiration of any Agreement in effect with Buyer and Seller or at any other time upon request by the Buyer, the Seller shall promptly deliver to the Buyer all records, files, memoranda, notes, designs, data, reports, price lists, Buyer lists, drawings, plans, computer programs, software, software documentation, sketches, laboratory and research notebooks and other documents or materials containing or reflecting any Proprietary Information (and all copies or reproductions of such materials) of the Buyer produced prior to the order or prior to the term of any such agreement with Buyer and Seller or by or on behalf of the Buyer or produced by anyone during the term of any such agreement or in relation to an order.

            (e)  The Seller represents that its retention as a Seller with the Buyer and its performance does not, and shall not breach any agreement that obligates it to keep in confidence any trade secrets or confidential or proprietary information of the Seller or of any other party or to refrain from competing, directly or indirectly, with the business of any other party.  The Seller shall not disclose to the Buyer any trade secrets or confidential or proprietary information of any other party.

            (f)  The Seller acknowledges that the Buyer from time to time may have agreements with other persons or with the Macau Special Administrative Region Government, or agencies thereof, that impose restrictions on the Buyer regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work.  The Seller agrees to be bound by all such obligations and restrictions that are known to the Seller.

            (g)  The obligations of both Buyer and Seller to maintain the confidentiality of the Confidential Information it has received pursuant to this or any order or pursuant to any other written agreement between Buyer and Seller (“obligations”), shall continue for a period of three (3) years after receipt of such Confidential Information.  Notwithstanding the foregoing, if there is any other agreement between Buyer and Seller, the obligations shall continue for the term of said agreement plus five (5) years.

            (h)  Notwithstanding anything herein to the contrary, if Buyer and Seller have in place an active executed nondisclosure or confidentiality agreement, then the terms of such agreement shall supersede the confidentiality terms herein to the extent they may be inconsistent with these terms.

            (i) An individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. 

23. Seller shall maintain an information security program that includes appropriate administrative, technical and physical safeguards to:

( i) ensure the security and confidentiality of Confidential Information; (ii) protect against any anticipated threats or hazards to the security or integrity of Confidential Information; (iii) protect against unauthorized access to or use of Confidential Information; and (iv) dispose of Confidential Information in a secure and lawful manner.

To comply with the safeguard obligations generally described above, Seller has (a) designated an employee to coordinate its information security program, (b) identified reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Confidential Information that could result in the unauthorized access and acquisition, disclosure, misuse, alteration, destruction, or other compromise of such information (any such event being an “Attack”), and assessed the sufficiency of any and all safeguards in place to control these risks; and (c) designed and implemented information safeguards to control the risks identified through the risk assessment and regularly tests or otherwise monitors the effectiveness of safeguards, key controls, systems and procedures. Seller shall notify Buyer in writing as soon as possible and in no case later than forty- eight (48) hours, after Seller has either actual or constructive knowledge of an unwanted or unexpected information security event or series of events which has a significant probability of compromising business operations and threatening the confidentiality, integrity, or availability of Buyer’s Data (an “Incident”).  Notification may be delayed to the extent that law enforcement determines that such notification would impede or delay their investigation.  Seller shall have actual or constructive knowledge of an “Incident” if Seller actually knows that there has been an “Incident” or if Seller has reasonable basis in facts or circumstances, whether acts or omissions, for its belief that an “Incident” has occurred. Seller shall cooperate with law enforcement in accordance with applicable law, provided however, that such cooperation shall not result in or cause an undue delay to remediation of the Incident.  Seller shall promptly take appropriate action to mitigate such risk or potential problem at Seller’s expense.  Seller will not issue any communications, mentioning Buyer, to consumers or end users, or the public without Buyer’s prior written approval of such communications.  In the event of an “Incident”, Seller shall, at its sole cost and expense, fully restore the Confidential Information, including, without limitation any and all data, and institute appropriate measures to prevent any recurrence of the problem as soon as is commercially practicable.

24. All orders and any agreement related to Buyer and Seller shall be binding upon, and inure to the benefit of, both parties and their respective successors and assignees, including any corporation or other entity with which, or into which, the Buyer may be merged or which may succeed to its assets or business; provided, however, that the obligations of the Seller are personal and shall not be assigned by the Seller without written consent of Buyer.
25. The Seller may not include the Buyer’s name or any factual description of the work performed under any order or any other agreement in its list of references, in the experience section of proposals to third parties, or in any other manner without the prior written consent of the Buyer. The Seller will submit to the Buyer all advertising and other publicity materials relating to any order and any other agreement in which the Buyer’s name or the Services performed or products purchased hereunder are intended to be included, and will not publish or use such advertising or publicity materials without the Buyer’s prior written consent. 

26. Neither Seller nor Buyer shall assign, subcontract, or otherwise transfer its rights or obligations under any agreement or related to any order between Seller and Buyer, except with the prior written consent of the other, said consent not to be unreasonably withheld; provided, however, Buyer shall have the right to assign any agreement between the Seller and Buyer or rights and obligations related to any order, to any present or future affiliates, subsidiary, or present company of Buyer, or pursuant to a plan of merger, reorganization or consolidation, without obtaining the consent of Seller and may grant to any such assignee the same rights and privileges Buyer enjoys under any agreement with Seller or related to any order. Any attempted assignment not agreed to in the manner as prescribed herein, except an assignment related only to funds due or to become due shall be void.