Purchase Order Terms & Conditions

1.1 Indemnification / Hold Harmless

Seller shall defend, indemnify, and hold harmless Diacom Corporation, its officers, employees, and customers from and against any and all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any defect in the materials, components, or goods supplied under this Purchase Order; (b) any breach of Seller's warranties herein; or (c) any negligent act or omission of Seller, its employees, agents, or sub-suppliers, except to the extent such claims arise from the sole negligence of Diacom Corporation.

1.2 Insurance Requirements

Seller shall maintain, at its own expense, the following minimum insurance coverage:

Commercial General Liability (including Products/Completed Operations): $1,000,000 per occurrence / $2,000,000 aggregate
Automobile Liability: $1,000,000 combined single limit
Workers' Compensation: Statutory limits
Employer's Liability: $500,000 each accident

Seller shall name Diacom Corporation as an Additional Insured on a primary and non-contributory basis under the Commercial General Liability policy and shall provide a waiver of subrogation in favor of Diacom Corporation on all policies listed above, where permitted by law. Seller shall provide a Certificate of Insurance (COI) evidencing such coverage - including the Additional Insured Endorsement and Waiver of Subrogation - prior to shipment of any goods and upon each renewal. Failure to maintain required coverage or provide evidence thereof is grounds for suspension of purchase orders.

1.3 No Unauthorized Formulation/Process Changes (addresses the resin-supplier scenario directly)

Seller shall not alter the formulation, composition, material source, or manufacturing process of any goods supplied under an approved specification without prior written approval from Diacom Corporation. Any unauthorized change shall constitute a material breach and Seller shall be fully liable for any resulting claims, damages, or losses, regardless of any indemnification limits stated elsewhere in this agreement.

1.4 Certificate of Conformance

Seller shall provide a Certificate of Conformance with each shipment certifying that goods delivered meet the specifications, formulation, and quality requirements approved by Diacom Corporation.

1.5 Flow-Down Clause

Seller shall impose obligations substantially like those in Sections 1.1-1.4 on any sub-suppliers or sub-tier vendors it uses to fulfill this Purchase Order.

1.6 Survival

The obligations in this section shall survive completion, termination, or expiration of this Purchase Order.