These Standard Conditions of Purchase outline the terms and conditions under which Trimline (the Buyer) will purchase goods and services from suppliers. These conditions are applicable to all purchase orders issued by Trimline unless otherwise agreed in writing.

Definitions

• Buyer: Trimline
• Supplier: The entity providing goods or services to Trimline
• Goods: The products or materials being purchased
• Services: The work or tasks being performed by the Supplier

1.1 Purchase Orders: All purchases must be initiated through a formal purchase order issued by Trimline. All official purchase order contracts should include a unique Purchase Order Reference (POR) number.

1.2 Order Acceptance: The Supplier must confirm acceptance of the purchase order in the form of an official order acknowledgment, proforma invoice, sales quote, or other business document. This document must confirm the following details: the Buyer, delivery address, product, quantity, price, delivery terms, and payment terms.

1.3 Changes and Cancellations: Any changes or cancellations to the purchase order must be communicated and agreed upon in writing by both parties.

2.1 Price Terms and Conditions: Prices are as agreed upon in the purchase order and are fixed for the duration of the order.

2.2 Price Adjustments and Notifications: Suppliers must provide Trimline with written notice of any price increase at least three months in advance. The notice must include detailed reasoning and justification for the increase, such as changes in raw material costs, manufacturing expenses, or other relevant factors. Current rates will continue to apply until the end of the notice period.

2.3 Taxes and Duties: Prices are exclusive of all applicable taxes and duties unless otherwise stated.

3.1 Payment Terms and Conditions: Payment will be made as per the terms agreed in the purchase order.

3.2 Invoicing Requirements: Suppliers must submit invoices that comply with Trimline's invoicing requirements. If an invoice does not match the purchase order, unless otherwise agreed in writing, Trimline reserves the right to query the invoice. Payment will not be made until the discrepancy is resolved and the price is agreed upon by both parties. This invoice will be excluded from any other outstanding debt in relation to our agreed payment terms.

4.1 Quality Standards and Specifications: Goods and services must meet the quality standards and specifications outlined in the purchase order.

4.2 Inspection and Acceptance: Trimline reserves the right to inspect and accept or reject goods and services that do not meet the agreed standards.

4.3 Non-Conforming Goods and Remedies: Suppliers must promptly address any non-conforming goods or services and provide remedies as agreed.

5.1 Supplier Warranties: Suppliers warrant that goods and services will be free from defects and will conform to the agreed specifications.

5.2 Warranty Period and Claims: Warranty claims must be made within the specified warranty period.

6.1 Confidential Information: Suppliers must treat all information provided by Trimline as confidential.

6.2 Non-Disclosure Agreements: Suppliers may be required to sign non-disclosure agreements to protect confidential information.

7.1 Legal and Regulatory Compliance: Suppliers must comply with all applicable laws and regulations.

7.2 Ethical Standards: Suppliers must adhere to ethical standards in their business practices. This includes a commitment to not using any slave labour in the production of their products or within their supply chain. Suppliers must also commit to carrying out regular supply chain audits to verify compliance with this standard.

8.1 Force Majeure: Neither party will be liable for failure to perform due to circumstances beyond their control.

8.2 Amendments and Modifications: Any amendments or modifications to these conditions must be agreed upon in writing.

8.3 Notices: All notices must be provided in writing and delivered to the designated contact points.