Red Thread Good

SOLID CORPORATE ASSETS, LLC d/b/a RED THREAD GOOD COFFEE (“Red Thread Good” or “Purchaser”) PURCHASE ORDER Terms and Conditions

Acceptance-Agreement. Terms and Conditions must be accepted in writing by the vendor, producer or seller entering into, or accepting, a purchase order with or from Red Thread Good (hereinafter referred to as “Seller”). If for any reason Seller should fail to accept in writing, any conduct by Seller which recognizes the existence of a contract or a purchase order pertaining to the subject matter hereof, or the subject matter of a purchase order, shall constitute acceptance by Seller of the applicable purchase order and all of the terms and conditions set forth here. Any terms proposed in Seller’s acceptance of Purchaser’s offer which add to, vary from, or conflict with the terms herein are hereby objected to. Any such proposed terms shall be void and the terms herein shall constitute the complete and exclusive statement of the terms and conditions of the agreement between the parties and may hereafter be modified only by written instrument executed by authorized representatives of both parties. If a purchase order has been issued by Purchaser in response to an offer and if any of the terms herein are additional to or different from any terms of such offer, then the issuance of the purchase order by Purchaser shall constitute an acceptance of such offer subject to the express conditions that the Seller assent to such additional and different terms herein and acknowledge that this purchase order (and the terms hereof) constitute the entire agreement between Purchaser and Seller with respect to the subject matter hereof and the subject matter of such offer, and Seller shall be deemed to have so assented and acknowledged unless Seller notifies Purchaser to the contrary in writing within 10 days of receipt of these Terms and Conditions.

Termination for Convenience of Purchaser. Purchaser reserves the right to terminate any order or any part thereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work. Seller shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination. Seller shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided.

Termination for Cause. Purchaser may also terminate any order or any part hereof for cause in the event of any default by the Seller, or if the Seller fails to comply with any of the terms and conditions of the offer. Late deliveries of products, delivery of products which are defective or which do not conform to an order, and failure to provide Purchaser, upon request, with reasonable assurances of future performance shall all be causes allowing Purchaser to terminate any order for cause. In the event of termination for cause, Purchaser shall not be liable to Seller for any amount, and Seller shall be liable to Purchaser for any and all damages sustained by reason of the default which gave rise to the termination.

Proprietary Information-Confidentiality. All drawings, specifications, formulas, recipes, documents, prototype articles and other instruments delivered by Purchaser to Seller are the property of Purchaser, and are delivered solely for the purpose of Seller’s performance of an order for Purchaser and on the express condition that neither they nor the information contained therein shall be disclosed to others nor used for any purpose other than in connection with an order for Purchaser, without the prior express written consent of Purchaser. Such drawings, specifications, formulas, recipes, documents and articles shall be returned to Purchaser promptly upon request, which may be made at any time during or after completion of Seller’s performance hereunder. The obligations of Seller under this paragraph shall survive the cancellation, termination or completion of any order from Purchaser. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Seller to Purchaser shall be deemed secret or confidential, and Seller shall have no rights against Purchaser with respect thereto except such rights as may exist under patent laws, provided that Seller advises Purchaser in writing of such patent rights.

Warranties. Seller expressly warrants that all goods or services furnished any order shall conform to all specifications and appropriate standards, and shall conform to all applicable laws, regulations and the highest industry standards, will be new, unadulterated, and will be free from defects in material or workmanship. Seller warrants that all such goods or services will conform to any statements made on the containers of labels or advertisements for such goods, or services, and that any goods will be adequately contained, packaged, marked, and labeled. Seller warrants that it shall maintain all applicable licenses required.  Seller warrants that any goods or services shall not violate the intellectual property or other rights of any third party.  Seller warrants that all goods or services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If Seller knows or has reason to know the particular purpose for which Purchaser intends to use the goods or services, Seller warrants that such goods or services will be fit for such particular purpose. Seller warrants that goods or services furnished will conform in all respects to samples and Seller shall notify Purchaser prior to making any modifications to products without limitation, manufacturing processes, manufacturing locations or package type/format. Inspection, test, acceptance or use of goods or services furnished hereunder shall not affect the Seller’s obligations under these warranties, and such warranties shall survive inspection, test, acceptance and use.

Seller’s warranties shall run to Purchaser, its successors, assigns and customers, and users of products sold by Purchaser. Seller agrees to promptly replace or correct defects of any goods or services not conforming to the foregoing warranties, without any expense to Purchaser, when notified of such non-conformity by Purchaser, provided Purchaser elects to provide Seller with the opportunity to do so. In the event of failure of Seller to correct defects in or replace non-conforming goods or services promptly, Purchaser, after reasonable notice to Seller, may make such corrections or replace such goods and services and charge Seller for all costs incurred by Purchaser in doing so.

Price Warranty. Seller warrants that the prices for the articles or services sold to Purchaser hereunder are not less favorable than those currently extended to any other customer for the same or similar articles or services in similar quantities. In the event Seller reduces its prices for such articles or services during the term of any order, Seller agrees to reduce the prices hereof correspondingly. Seller warrants that the prices shown on any purchase order shall be complete, and no additional charges of any type shall be added without Purchaser’s express written consent. Such additional charges include, but are not limited to, shipping, packaging, labeling, customs duties, taxes, storage, insurance, boxing and crating.

Trademark Use. All trademarks authorized by Purchaser for use by Seller are the property of Purchaser, and Seller’s use of such trademarks shall be strictly limited to the sole purpose of Seller’s performance of an order for Purchaser, as agreed hereunder, and all such use by Seller shall inure to the sole benefit of Purchaser.  Seller agrees that it will not attack the title or any rights of the Purchaser in and to the trademarks. Seller shall notify Purchaser in writing of any infringement or imitation by others of the trademarks or goods that are the same as or similar to those of Purchaser, and Purchaser shall have the right to determine whether or not action shall be taken on account of such infringement or imitations. Except as set forth herein, Seller shall not institute any suit or take any action on account of any infringements or imitations.  Upon completion of an order for Purchaser, any right by Seller hereunder to use such trademarks shall automatically terminate.

Inventory Management. Seller must ensure that at all times it maintains a sufficient supply of goods to satisfy all orders which may be submitted by Purchaser in accordance with the terms of this purchase order. The stocks of goods must not have a shelf or “use by” life as at the date of delivery less than the shelf life of the products that will be used with the goods (“Minimum Shelf Life”). Purchaser will have no obligation to take delivery of any goods that are, in Purchaser’s opinion, obsolete, out of date or which do not meet the Minimum Shelf Life requirement.

Business Continuity Plan. Seller must have in place a detailed Business Continuity Plan (“BCP”) which shall guarantee that Purchaser receives one hundred percent (100%) of its required supply of goods or services. In the event of a production failure or other business interruption, Seller will at its own expense secure approved goods or services from alternate source at the price in this purchase order. Should Seller fail to provide Purchaser with the agreed-upon continuity of supply Seller shall compensate Purchaser for the dollar amount paid by Purchaser in excess of the amount that would have been paid at the purchase order price.  Seller acknowledges that this is in addition to damages and any other remedies that Purchaser may be entitled to under law or equity.

Force Majeure. Purchaser may delay delivery and/or acceptance occasioned by causes beyond its control. Seller shall hold such goods at the direction of the Purchaser and shall deliver them when the cause affecting the delay has been removed. Purchaser shall be responsible only for Seller’s direct additional costs in holding the goods or delaying performance of any agreement at Purchaser’s written request.

Patents, Intellectual Property. Seller agrees upon receipt of notification to promptly assume full responsibility for defense of any claim, suit or proceeding which may be brought against Purchaser or its agents, customers, or other vendors for alleged patent infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark or appearance of goods or services furnished hereunder, and Seller further agrees to indemnify Purchaser, its agents and customers against any and all expenses, losses, royalties, profits and damages, including court costs and attorneys’ fees, resulting from any such claim, suit or proceeding, including any settlement. Purchaser may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires, and the cost of such representation shall be paid by Seller.

Insurance.  Seller shall maintain all necessary insurance coverages, including general commercial liability insurance, product liability insurance, public liability insurance and statutory Worker’s Compensation insurance required by Purchaser. Unless otherwise agreed by Purchaser and Seller in writing, such insurance shall have coverage mininmums of $2,000,000 per occurrence and $5,000,000 in the annual aggregate.  Seller shall name Purchaser as an additional insured on such policies, except for the Worker’s Compensation policy. Such policies’ additional insured status shall be provided and shall apply on a primary and non-contributing basis before any other insurance or self-insurance, including any deductible, maintained by or provided to, the aforementioned additional insureds, and shall remain in effect for the duration of the applicable purchase order. Seller shall indemnify and save harmless and defend Purchaser, its agents and customers from and against any and all claims of liability, expenses, losses, royalties, profits and damages, including court costs and attorneys’ fees, arising out of the work covered by this paragraph, as well as under all warranties provided by Seller under the purchase order and these terms and conditions, and for any claims for loss or damage related to the goods or services provided by Seller. Purchaser may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires, and the cost of such representation shall be paid by Seller.  In the event that Seller’s objectives hereunder require or contemplate performance of services by Seller, Seller’s employees, or persons under contract to Seller, to be done on Purchaser’s property, or property of Purchaser’s customers, the Seller agrees that all such work shall be done as an independent contractor and that the persons doing such work shall not be considered employees of the Purchaser.

Changes. Purchaser shall have the right at any time to make changes in drawings, designs, 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 of Seller hereunder, an equitable adjustment shall be made and this agreement shall be modified in writing accordingly. Seller agrees to accept any such changes subject to this paragraph.

Compliance with Laws. Seller guarantees that it has in every respect complied with the provisions of all Federal or State laws or regulations, including but not limited to the Occupational Safety and Health Act, Fair Labor Standards Act, child labor laws, Food, Drug & Cosmetics Act, Consumer Product Safety Act, Robinson-Patman Act, and Americans with Disabilities Act. The relevant affirmative action requirements of Executive Order 11246, the Rehabilitation Act of 1973 and the Vietnam Era Veterans Assistance Act of 1974 are incorporated by reference.

Records.  Seller agrees to maintain records of all testing required by law or regulation and according to the Seller’s normal quality assurance practices.  Purchaser shall have the right to inspect Seller’s premises, including production and storage, and such records with respect to Purchaser’s products and to make copies thereof.

Entire Agreement. The purchase order, these terms and conditions, and any documents referred to on the face hereof or on the face of the purchase order, constitute the entire agreement between the parties.

Assignments and Subcontracting. No part of the purchase order may be assigned or subcontracted without the prior written approval of Purchaser.

Setoff. All claims for money due or to come due from Purchaser shall be subject to deduction or setoff by the Purchaser by reason of any counterclaim arising out of this or any other transaction with Seller.

Shipment. If in order to comply with Purchaser’s required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by the Purchaser.

Waiver. Purchaser’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege, or Purchaser’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions or privileges, whether of the same or similar type.

Delivery. Time is of the essence for this contract, and if delivery of items or rendering of services is not completed by the time promised, Purchaser reserves the right, without liability and in addition to any other rights and remedies available to it, to terminate this contract by notice effective when received by Seller as to items not yet shipped or services not yet rendered and to purchase substitute items or services elsewhere and charge Seller with any loss incurred.

Limitation on Purchaser’s Liability-Statute of Limitations. In no event shall Purchaser be liable for anticipated profits or for incidental or consequential damages. Purchaser’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim. Purchaser shall not be liable for penalties of any description. Any action resulting from any breach on the part of Purchaser as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.

Choice of law; Venue; Jurisdiction. This purchase order shall be construed, interpreted and enforced under the laws of the State of New York without regard to principles of conflict or choice of laws. Any action or proceeding arising out of or in connection with this purchase order shall be venued in a federal or state court of appropriate subject matter jurisdiction located in New York County, New York and the parties hereby consent to the personal jurisdiction in such courts.

Relationship.  The relationship of Seller and Purchaser shall be that of independent contractor and client.  Nothing herein shall be construed as creating a relationship of agent and client, joint venturers, partners, employee/employer, or any other similar relationship.

Risk of Loss. Seller assumes all risk of loss or damages (1) to all goods, work in progress, materials and other property of Purchaser and to third persons and their property, as a result of Seller entering into performance of this purchase order and, until acceptance by Purchaser of all of the goods, (2) to any property received by Seller from, or held by Seller or its supplier for the account of, Purchaser, and (3) to any goods or parts thereof rejected by Purchaser or as to which Purchaser has revoked its acceptance from the time of such rejection or revocation.

EO Clause. This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

FCPA. Supplier agrees that it has and shall continue to comply with the United States Foreign Corrupt Practices Act (“FCPA”). In addition to the FCPA, Supplier agrees that it will comply with any controlling local law designed to prevent bribery or corrupt payments. Supplier’s failure to comply with the FCPA shall constitute grounds for immediate termination of this Agreement.