Subject: Purchase order 047220379
From: WISPO <[email-masked]>
To: sales <[email-masked]>
Date: Tue, 1 Aug 2023 06:55:23 -0400

PURCHASE ORDER: 047220379

Date: 05/05/2023

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From:

To:

WESCO Integrated Supply Company/UK

LEAMINGTON BLINDS

Unit 18 St James Court

CLIFFORD HOUSE MONTAGUE R

Wilderspool Causeway

LEMINGTON, WARWICK CV345L

Warrington WA4 6PS, UK

Contact: Fiona Atkinson

Attn: SALES DEPARTMENT

Phone: 01925-236329

Phone: 00001-192-683-9689

Fax: 00000-000-000-0000

Bill To:

Ship To:

WESCO Integrated Supply Company/UK

DANFOSS POWER SYSTEMS LTD 9127

Unit 18 St James Court

COLLINS ROAD

Wilderspool Causeway

HEATHCOTE IND EST

Warrington WA4 6PS, UK

ATTN : MATT FORD

WARWICK, UK CV34 6TF

SHIPPING INSTRUCTIONS:
----------------------
ATT: Traffic Manager - Shipping Manager  - Sales Manager
*****************************************************************
Failure to comply with these instructions will result
in all freight costs being charged back to you.

-Suppliers must ensure that the goods and services detailed on
-this purchase order complies with all applicable UK Legislation
-regarding Environmental and Occupational Health & Safety, and
-Eaton site policies, copies of which are available on request.

1) Indicate PO numbers, EATON Corp. Part Numbers on all packing
slips and invoicing.

IMPORTANT Note to all Vendors - It is not acceptable to ship any
substitute product to what has been ordered under any
circumstance.  Goods are to be compliant with the Manufacturer
detail (Name and Part Number) and / or Specification stated on
the WESCO Purchase Order. Substitute product requires formal
written approval from WESCO (and the WESCO End Customer) by way
of an official Purchase Order Amendment and Approved Changed
Request Notice / New Purchase Order.  Should you not be able to
supply compliant goods, you are requested to contact the WESCO
Buyer immediately.

PLEASE ACKNOWLEDGE RECEIPT OF THIS PURCHASE ORDER VIA EMAIL: [email-masked]   . Please do not reply to [email-masked] .

Any questions regarding this purchase order should be directed to  Fiona Atkinson.

* * * * * * * * * * * * * * * * * *
**  THIS IS A SHIP DIRECT ORDER  **
* * * * * * * * * * * * * * * * * *

Please see order details below. Total number of line: 1

Line

Qty

U/M

Customer
Part No.

Vendor
Part No.

SHIP BEFORE

Net Quoted
Price

1

1

EA

RR.5190216

BLINDS

08/05/2023

1,429.500

Description: REPLACE ALL BLINDS IN TL5 DUE TO AGE & WEAR & TEARS OURCE: LEAMINGTON BLINDS

as per new Quotation No. LB2856

*** The total value of this purchase order should not exceed:

1,429.50

Delivery performance is critical. The material must
be shipped before the date(s) listed. Please advise
when a ship date cannot be met.

Direct any questions to authorized buyer: Fiona Atkinson

Failure to follow shipping instructions will results in charges being charged back to you.

Please transmit your invoices to WIS electronically by emailing them [email-masked], if you are not already transmitting them via EDI.

WESCO DISTRIBUTION INTERNATIONAL LTD PURCHASE ORDER TERMS AND CONDITIONS (European Union) 052212

1.    Exclusive Terms and Conditions of Sale. These terms and conditions are incorporated into and made a part of the purchase order, agreement or proposal ("Agreement") by WESCO Distribution International, Ltd. and any of its subsidiaries, affiliates and unincorporated divisions ("WESCO") to buy from the named manufacturer, distributor, supplier or other seller (the "Seller") the goods ("Goods") and services (the "Services") referenced on the face of WESCO's purchase order. The Agreement expressly limits Seller's acceptance to the terms of the Agreement, together with such plans, specifications, or other documents as are incorporated by reference on the face of the Agreement. Contrary provisions in Seller's quotations, acknowledgements, or any other document that Seller sends in response to the Agreement, or has sent to WESCO to solicit the Agreement, are hereby rejected and are not binding on WESCO, unless WESCO accepts them in writing. If Seller submits additional and/or different terms and conditions to WESCO, or submits a counteroffer to the Agreement, WESCO's subsequent performance will not be construed as either acceptance of Seller's additional and/or different terms and conditions or Seller's counteroffer.

2.    Acceptance of the Agreement. Seller will be deemed to have accepted the Agreement if Seller (a) transmits to WESCO Seller's written or oral acknowledgement; (b) begins shipment of the Goods; (c) begins manufacture of the Goods, if they are to be spe cially manufactured for WESCO; or (d) begins performing Services.

3.    Shipment. Shipment of all Goods shall be D.D.P. WESCO's designated location (per Incoterms 2010). Title and risk of loss will transfer to WESCO upon delivery. Any shipping dates given in advance of actual shipment are warranted by Seller to be firm, and time is of the essence with respect to Seller's performance of the Agreement. Seller will bear all costs, expenses and damages, including but not limited to any liquidated damages, arising out of any delay in performance of the Services or shipment of the Goods. Seller shall be liable to WESCO for all costs incurred by WESCO in procuring substitute Goods or Services that are in excess of the cost for which WESCO would have purchased the relevant Goods or Services from Seller if delivery is not completed within the time stated on the reverse side hereof or, if no time is stated, within a reasonable time.

Except as otherwise agreed in writing, (a) where transportation charges for Goods are separately charged to WESCO by Seller, those charges will in no event exceed the lowest legal freight charges provided by the carrier for the routing specified in effect on the date of shipment, and (b) where transportation charges are allowed to WESCO by Seller, that allowance will not be less than the actual freight charges paid by WESCO or, where WESCO performs the transportation, that allowance will be in an amount equal to the freight charges which would have been assessed for a like shipment via common carrier.

The Goods must be properly packaged for shipment. Each package must be numbered and labeled with WESCO's order number, stock number, contents and weight and will contain an itemized packing slip. No charges must be allowed for packing, crating, freight express or cartage unless specified on the face of the Agreement.

4.    Price. The price for the Goods or Services must be as stated on its face, and all prices for Goods or Services must be firm. Seller must not fill the Agreement at any other price.

5.    Warranties and Representations. In addition to any warranty or representation that Seller has expressly extended to WESCO regarding the Goods or Services, Seller warrants that the Goods conform to all implied warranties, including, but not limited to, the implied warranties of fitness for a particular purpose and merchantability. Additionally, Seller warrants that: (i) the Goods will be free from defects in workmanship, design or materials, be newly manufactured meaning that they must not have been previously used for any purpose) and that they will comply with any and all samples, drawings, blueprints, designs, and specifications; (ii) the Goods will not infringe any third-party intellectual property rights; (iii) Seller has and will have good and marketable title to all Goods delivered to WESCO, free and clear of any and all liens and encumbrances and that Seller has full and complete legal rights to manufacture and sell the Goods without the consent of any third party; and (iv) all Services will be performed in a timely, professional and workmanlike manner in accordance with the highest industry standards. The term of the warranties set forth by this Section shall be the longer of (a) the maximum term allowed by applicable law; or (b) thirty-six (36) months from shipment or twenty-four (24) months from the date of acceptance of the Goods. During the applicable warranty term and upon WESCO's request, Seller, at its sole expense, shall repair, replace or reimburse WESCO for all or any part of any Good that fails to comply with any of the warranties and representations set forth in this Section. Furthermore, WESCO shall have the right to return to Seller at Seller's sole expense Goods shipped to WESCO that are in excess of or less than the quantity designated by the Agreement. Any Goods returned in accordance with this Section will be returned at Seller's sole cost and expense.

Additionally, Seller warrants and represents that all Services will be performed and all Goods will be manufactured, packaged, shipped, labeled and marked in compliance with, and will meet or exceed the standards of all applicable laws, statutes, regulations, guidelines, orders and policies ("Laws"). Applicable Laws also include all environmental, health or safety Laws of any gover nmental agency having jurisdiction in the location where the Goods are to be shipped or any Services are to be performed. WESCO may return any Goods not thus manufactured, packaged, shipped, labeled and marked at Seller's sole cost and expense. The warranties set forth by this Section 5 will last indefinitely.

6.    Indemnification. Seller will indemnify, defend and hold harmless WESCO and its officers, directors, employees, agents and representatives from and against any and all losses, damages, liabilities and assessments, including, but not limited to, property damage, personal or bodily injury, or death ("Losses"), that may arise pursuant to or in connection with the Agreement or the Goods or the Services, regardless of whether such Losses are suffered by WESCO or arise pursuant to or in connection with a third-party suit, claim, counterclaim, demand, judgment or other action (each a "Claim). Seller's indemnification obligation applies whether Seller alone was negligent; whether WESCO alone was negligent; whether any third party alone was negligent; whether Seller, WESCO or a third-party were negligent in any combination, whether jointly or concurrently; or whether neither WESCO, nor Seller, nor any third party was negligent. For the avoidance of doubt, this indemnification obligation requires Seller to pay any judgments against WESCO resulting from any Claim, any court costs of WESCO in connection with any Claim, and any reasonable legal fees and disbursements incurred by WESCO in WESCO's defense of any Claim. WESCO will have the sole and exclusive right to conduct the defense of any Claim at Seller's sole expense. Seller's indemnification obligation does not depend on the truth of any allegations made against WESCO, Seller or any third party.

7.    Inspection and Testing. WESCO reserves the right to review Seller's quality assurance and quality control procedures, and Seller, at Seller's expense, shall furnish to WESCO a reasonable number of samples of any Goods. WESCO may inspect and witness Seller's testing. To this end, WESCO will be granted access to all parts of Seller's plant(s) or Seller's subcontractor's plant(s) engaged in the manufacturing or processing of any part of the Goods. The inspection and witnessing of testing by WESCO's representatives, the lack thereof, or lack of comment or other response from WESCO's representative will in no way release Seller from any of Seller's obligations under the Agreement. Seller shall ensure that this term becomes a part of Seller's purchase orders to subcontractor's manufacturing or processing any part of the Goods. Seller and Seller's subcontractors must notify WESCO at least five calendar days in advance of the date when any inspection or test can be made. If, for any reason, the date is set back, Seller must notify WESCO immediately. Unless otherwise stated, Seller must furnish the status of any engineering, material procurement, production and shipping information every 14 days, at a minimum. Seller and its subcontractors must furnish at their own expense all tools, instruments, apparatus, equipment, utilities, facilities, services and materials necessary for carrying out safe and convenient inspections and tests. Notwithstanding any of the foregoing, the making or failure to make any inspection of the Goods must in no way impair WESCO's right to reject defective Goods or Goods that breach any applicable warranty or representation, nor be deemed to constitute acceptance by WESCO of the Goods, nor in any way affect Seller's obligations under the Agreement.

8.    Changes. WESCO will have the right to make changes in any drawings, specifications, designs, blueprints, dies, patterns, tools, printing plates, and other items for Goods or Services. If Seller believes that any such change affects the price or delivery date for such Goods, Seller must so notify WESCO in writing, with adequate supporting documentation, within five (5) calendar days after receipt of WESCO's change. Seller must suspend performance of the change unless thereafter released in writing by WESCO to perform the change, and WESCO and Seller will agree upon an equitable adjustment in the price and/or delivery date to reflect the effect of such change. Seller's request for any adjustments will be deemed waived unless submitted in writing within such fi ve (5) calendar days after Seller receives direction from WESCO to make such changes. Seller may not suspend performance of the unaffected portion of the Agreement while WESCO and Seller are in the process of making such changes and any related adjustments or at any time thereafter unless so instructed in writing by WESCO. If released in writing, Seller must comply with and perform such change in accordance with the terms of the Agreement. The failure of Seller and WESCO to agree on an equitable adjustment for the change will in no way affect Seller's responsibility to comply with and perform such change in accordance with this Agreement.

9.    Suspension. WESCO may, at any time, by written notice to Seller suspend further performance of all or any portion of the Agreement. Such suspensions will neither exceed one hundred eighty (180) consecutive calendar days each nor more than two hundred seventy (270) total calendar days in the aggregate. Upon receiving any such notice of suspension, Seller shall promptly suspend further performance of the Agreement to the extent specified and, during the period of such suspension, shall properly care for and protect all work in progress and materials, supplies and equipment Seller has on hand for performance of the Agreement. Seller shall use Seller's best efforts to utilize Seller's material, labor and equipment in such a manner as to mitigate costs associated with suspension. WESCO, may, at any time, withdraw the suspension as to all or part of the suspended performance by written notice to Seller specifying the effective date and scope of withdrawal, and Seller must, on the specified date of withdrawal, resume diligent performance of the work for which the suspension is withdrawn. If Seller believes that any such suspension or withdrawal of suspension justifies modification of the purchase order price or time for performance, Seller must comply with Section 8 hereof entitled "Changes". In no event will Seller be entitled to any loss of prospective profits, contributions to overhead, or any direct, incidental, consequential, contingent, indirect, exemplary, punitive, circumstantial or other damages because of such suspension or withdrawals of suspension.

10.    Termination/Default - Cancellation. WESCO will have the right to terminate this Agreement at any time upon payment of all reasonable direct costs actually incurred by Seller in connection with the Agreement as of the termination date, provided that Seller must use its best efforts to mitigate costs associated with termination. WESCO reserves the right, by written notice of default, to cancel the Agreement, without liability to WESCO, in the event of the happening of any of the following: insolvency of Seller, the filing of a voluntary petition in bankruptcy by Seller, the filing of an involuntary petition to have Seller declared bankrupt, the appointment of a receiver or trustee for Seller, or the execution by Seller of an assignment for the benefit of creditors. If Seller fails to perform as specified herein, or if Seller breaches any of the terms hereof, WESCO reserves the right, without any liability to WESCO, upon giving Seller written notice, to (i) cancel this Agreement in whole or in part, or (ii) obtain the Goods or Services from another source with any excess cost resulting therefrom, chargeable to Seller, if such deficiencies are not remedied. The remedies provided shall be cumulative in addition to any other remedies provided at law or in equity.

11.    Subcontractors. Except in respect of goods and services bought or procured in the normal course of Seller's business, Seller will not subcontract any part of the manufacture and supply of Goods or performance of Services without WESCO's prior written consent. No subcontracting by Seller will relieve it of any of its duties, obligations, responsibilities and liabilities. Seller will ensure that all material terms of the Agreement as pertain to the subcontracting of the manufacture and supply of any Goods or performance of Services are incorporated into any subcontract.

12.    Drawings and Other Items. Unless otherwise expressly provided in the Agreement, any and all drawings, specifications, designs, blueprints, dies, patterns, tools, printing plates, and other items used in connection with the manufacture of the Goods under the Agreement that are expressly prepared or constructed by Seller pursuant to the terms of the Agreement will be the property of WESCO and, upon completion of deliveries of the Goods or Services under the Agreement or upon termination of the Agreement, promptly must be delivered to WESCO. No deviation from or any modification to any drawings, specifications, designs, blueprints, dies, patterns, tools, printing plates, or other items will be made by Seller without the prior written consent of WESCO.

13.    Insurance. Prior to Seller's commencing any work under the Agreement on property owned or controlled by WESCO or by any other party on whose property the Services are performed or the Goods are installed, Seller must, at its expense, procure and maintain worldwide commercial general liability insurance reasonably acceptable to WESCO including but not limited to blanket contractual and products liability coverage in an amount not less than $2,000,000 (or local currency equivalent) per occurrence combined single limit of liability for personal injury and property damage. Prior to commencing any work, Seller must furnish to WESCO written certificates establishing that the above insurance has been procured and is being maintained, which certificates must provide that written notice of cancellation must be given to WESCO at least fifteen (15) days prior to the effective date of the cancellation.

14.    No Liens. Seller's obligations under the Agreement will include keeping WESCO's premises free from all claims, liens and encumbrances. Seller and all of Seller's subcontractors and suppliers of any tier waive all rights of lien against WESCO's property and premises for labor performed or for Goods. Seller agrees to indemnify, defend and hold WESCO harmless from any and all claims.

15.    Servicing of Goods. During the term Goods are supplied hereunder and for a period of six (6) years after WESCO has completed the last purchase of Goods, Seller will supply all of WESCO's service and replacement requirements for the Goods at the most recent valid prices.

16.    Confidentiality. The Agreement, any documents incorporated herein by reference, any drawings, specifications, designs, blueprints, dies, patterns, tools, printing plates, and other items that WESCO may furnish to Seller in connection with the Goods or Services, and all information designated by WESCO as confidential or proprietary will be deemed "Confidential Information." Seller hereby agrees to maintain and keep all Confidential Information in confidence and not to disclose it to any third party or use such information for any purpose, except as authorised by WESCO for the performance of the Agreement. Seller may not use the Confidential Information for any purpose not expressly permitted hereby. Seller shall take all precautions to prevent the disclosure Confidential Information that it takes with respect to its own Confidential Information, and Seller hereby warrants and represents that it engages in at least reasonable efforts to prevent the disclosure of its own Confidential Information. Seller shall require these same undertakings regarding confidentiality to be made by any subcontractor to whom Confidential Information is disclosed. Seller shall return or destroy any and all Confidential Information upon demand of WESCO, delivery of the Goods or performance of the Services.

17.    Independent Contractor. The relationship of WESCO and Seller pursuant to the terms and conditions of the Agreement is and will at all times be that of independent contractors, and no agency, partnership, joint venture or other similar relationship is intended or created hereby. If any of the Goods require, in connection with their installation or any work upon them, the services of Seller's employees, representatives or agents, Seller agrees to furnish the same at no additional cost to WESCO. The employees, representatives or agents performing those services will not be deemed to be the agents or employees of WESCO, and Seller assumes full responsibility for their acts and omissions and exclusive liability for any payroll taxes, contributions imposed by any federal or state law, or any employee benefit plans.

18.    Interpretation. None of WESCO's or Seller's directors, officers, partners, managers, employees, agents, directors or representatives have any authority to orally modify or alter in any way the terms and conditions of the Agreement. The terms, conditions, and limitations set forth in the Agreement can be modified, altered, or added to only by a contemporaneous or subsequent written instrument signed by an authorised representative of WESCO or by language included on the face of this document. Regardless of how many times WESCO purchases or has purchased goods from Seller by whatever means, each time Seller accepts the Agreement, WESCO and Seller enter into a separate agreement that will be interpreted without reference to any other agreement between WESCO and Seller, or what Seller may claim to be a course of dealing or course of performance that has arisen between WESCO and Seller. No inconsistent usage of trade or industry custom, if any, prior to, contemporaneous with or subsequent to the making of the Agreement will waive, vary, serve to explain or serve to interpret any of the terms, conditions and limitations of the Agreement. The Agreement is the sole and exclusive agreement with respect to the matters discussed herein, (except for any contemporaneous writing expressly modifying the terms and conditions hereof, which is hereby incorporated herein by reference and made a part hereof) and supersedes all prior and contemporaneous agreements and understandings, negotiations, inducements, representations or conditions, whether oral or written, whether express or implied, with respect to such matters. Failure by WESCO to enforce any of the terms, conditions and limitations of the Agreement will not constitute a waiver of those terms, conditions and limitations or a waiver of any other terms, conditions or limitations of the Agreement, and the failure of WESCO to exercise any right (whether provided by any agreements governed by the terms and conditions of the Agreement, law, equity, or otherwise) arising from WESCO's default under the Agreement will not constitute a waiver of that right or any other rights. All communications in connection with the Agreement will be in English.

19.    Setoff. WESCO shall have the right to set off the amount of return credits or other sums owed to WESCO's customers arising out of Goods or Services sold to WESCO under any agreement governed by this Agreement between Seller and WESCO from amounts owed to Seller under any agreement governed by this Agreement or any other agreement between Seller and WESCO.

20.    Security. If WESCO makes any advance or progress to Seller under this Agreement, upon WESCO's request, Seller agrees to execute a security agreement and any other documents required for WESCO to perfect such an interest (all in form satisfactory to WESCO) granting a security interest to WESCO, effective in all states of fabrication or manufacture in the proceeds, raw materials and goods which are sought to be, purchased, manufactured or otherwise obtained pursuant to this Agreement.

21.    Country of Origin. Seller agrees to provide the country of origin for each Good. In the event that country of origin changes, Seller will immediately notify WESCO with the updated information.

22.    Code of Conduct. Seller warrants that it will: (i) comply and take all necessary steps to assist WESCO in complying with any standards of business conduct prescribed by law or regulation, including all laws and regulations pertaining to entertainment or providing gratuities; (ii) it will comply with WESCO's Code of Business Ethics and Compliance, located at http://www.wesco.com/governance/POLCodeofConduct.pdf, which is incorporated herein; and (iii) it will not directly or indirectly, and it has no knowledge that other persons have or will, directly or indirectly, make any payment, gift or other commitment to government officials or to agents, directors and employees of WESCO or any other party in a manner contrary to applicable laws (including but not limited to the U.S. Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act) and shall comply with all relevant laws, regulations, ordinances and rules regarding bribery and corruption.

23.    Miscellaneous. Neither the Agreement, nor any right to receive payment or other right hereunder, will be assignable or transferable by Seller without WESCO's prior written consent, except as otherwise provided in Section 11 hereof. The negotiation, execution, performance, termination, interpretation and construction of the Agreement and any non-contractual obligations arising from or connected with the Agreement will be governed by English law and the parties hereby submit irrevocably to the exclusive jurisdiction of the English courts to resolve any dispute between them, provided that WESCO shall have the right, as claimant, to initiate proceedings against Seller in any other court of competent jurisdiction. Any provision of the Agreement held to be invalid, illegal or unenforceable will be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof. Provisions of the Agreement which are either expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination shall remain in full force and effect notwithstanding such expiry or termination. The Contract (Rights of Third Parties) Act 1999 shall not apply to the Agreement. Seller represents and warrants that it has both the authority and the capacity to enter into the Agreement.