Purchase Order Terms and Conditions
Superior Essex Services LLC and its affiliates (“Buyer”)

1.
Acceptance: Acceptance of this order by any method, including by signing andreturning an acknowledgement copy hereof by facsimile or other means of electronictransmission, or by making any shipment of goods or performing any services orderedhereby shall be an acceptance of the terms and conditions appearing on the face andreverse side hereof (“Terms”) as the only terms and conditions applying to the purchaseand sale of the goods and services set forth on the face of this order, unless other terms
and conditions are agreed to in writing signed by an authorized representative of Buyer
and the Vendor. Any additional or contrary terms and conditions on any quote, orderacknowledgement or other document of Vendor are hereby deemed to be material
alterations to these terms and conditions and notice of objection to and rejection of them
are hereby given.
2.
Risk of Loss and Delivery Terms: The title and risk of loss of any goods, materials
or products (“Products”) shall not pass to Buyer until Buyer receives the Products at thedesignation specified on the order, freight arranged and paid by Vendor. Risk of loss torejected Products shall pass to Vendor at the time of rejection. Unless otherwise statedon the front of the order or agreed to by the parties, all shipments shall be DDP Buyer
facility (Incoterms® 2020).
3.
Delivery: Transportation and delivery of the Products and any work or services(“Services”) must be in strict accordance with the shipping instructions and delivery
dates set forth on the reverse side hereof or as otherwise furnished by Buyer. Time is of
the Essence. Any excessive freight costs incurred by reason of Vendor’s failure to follow
such shipping instructions will be charged to Vendor. Vendor agrees to do all things
necessary, including working overtime or extra shifts, or shipping by premium means,
all at Vendor’s expense, to deliver the Products and Services on time. If Vendor has
reason to believe that delivery of any of the Services or a Product will be delayed, Vendor
shall immediately notify Buyer of the cause and duration of the anticipated delay, andBuyer at its sole option may cancel this order without any liability to Vendor. Unlessotherwise agreed in writing, Vendor shall not make material commitments or production
arrangements in excess of the amount or in advance of the time necessary to meet
Buyer’s delivery schedule. Vendor shall be liable for all damages, including incidental
and consequential, arising out of its failure to supply or deliver the Product or Services
in accordance with these Terms.
In the event Buyer agrees to be importer of record, Vendor shall provide Buyer all
documentation required for entry prior to exportation. For US entries, this includes
without limitation US government agency documentation and declarations such as the
Food and Drug Administration, Department of Transportation and Environmental
Protection Agency. Vendor must provide Buyer’s freight forwarder or ISF filer all
documentation and data elements required for the ISF declaration prior to the dispatchof the Products to the carrier for any ocean shipment so that the ISF declaration can be
filed with US customs within 24 hours prior to loading.
4.
Force Majeure: Any delay or failure of either Party to perform its obligations shallbe excused if it is caused by an extraordinary event or occurrence beyond the control of
the nonperforming party and without the nonperforming party's fault or negligence, suchas acts of God, nature, governments or their agencies, terrorism, war or sabotage,compliance in good faith with any applicable foreign or domestic governmental
regulation or order (whether or not it proves to be invalid), fires, riots, inability to supply
or obtain products, materials, raw materials, supplies, fuel or utilities from normal
sources of supply, labor disputes, work stoppages, lockouts, delays in transportation,
earthquakes, floods, storms or other severe weather conditions, power shortages or
power failures, pandemics, epidemics, quarantines or other public health emergencies ofsimilar nature (each, a “Force Majeure Event”). Written notice of such delay, including
the anticipated duration of the delay, must be given by the nonperforming party within
three (3) days of the event. During the period of any delay or failure to perform byVendor, Buyer, at its option, may purchase Products or Services from other sources andreduce its schedules to Vendor by such quantities, without liability to Buyer, or cause
Vendor to provide the Products or Services from other sources in quantities and at times
requested by Buyer and at the price set forth in the Terms. If requested by Buyer, Vendor
shall, within five (5) days of such request, provide adequate assurance that the delay will
not exceed such period of time as Buyer deems appropriate. If the delay lasts more than
the time period specified by Buyer, or Vendor does not provide adequate assurance thatthe delay will cease within such time period, Buyer may, among its other remedies,
immediately cancel this order or any order in whole or in part without liability. If Vendor
is unable to supply the Products due to Force Majeure Event, Vendor will allocate its
available supply of Product to Buyer on a basis that is no less favorable than any otherparty, including Vendor and its affiliates.
5.
Changes: Vendor will notify Buyer of any product modifications or improvementsthat change the composition or makeup of the Products, including without limitation,
modifications or changes to physical or electrical properties, manufacturing processes,
performance, application, or cost. Prior to Vendor providing any modified Products to
Buyer, Vendor must (i) obtain approval in writing from Buyer’s Director of
Procurement; and (ii) provide Buyer any assistance, at Vendor’s cost, necessary toinspect and test the modified Product.
6.
Inspection and Returns: Buyer shall have the right to inspect and test materials
and workmanship of all Products and Services at all times and places, including whenSuperior Essex Services Purchase Terms and Conditions FINAL (2021-12) ENGLISH
Version: 2021-12

practicable, during manufacture; and if any such inspection or test is made on thepremises of Vendor, Vendor shall furnish without additional charge all reasonablefacilities and assistance for a safe and convenient inspection or test. Buyer retains theright to return any Product that in Buyer’s sole and absolute judgment does not processproperly, does not meet the required fit, form, or function when used in Buyer’s product,does not meet the specifications or is not consistent with the Product provided previously
by Vendor. Such request for returns shall be made to the Vendor’s identified or
authorized sales representative by Buyer’s purchasing department or plant.
7.
Warranty: Vendor warrants that the Products furnished under this order shall befree from defects in materials, workmanship, and design, fit for particular purpose, andshall conform to all applicable specifications, descriptions, samples, and drawings
provided to or by Buyer. These warranties extend to the future performance of the
Products and shall continue for the longer of (a) the warranty period provided to Buyer’s
customers for the Products; or of products or material which incorporate the Products;(b) one year after the Product is accepted by Buyer or (c) such greater period as may be
specified elsewhere in this order. Vendor shall perform the Services in a good,workmanlike, efficient and trustworthy manner consistent with high professional
standards and in accordance with the terms and conditions of these Terms. Vendor shallimmediately correct all errors, defects and omissions in the Services without any
additional cost to Buyer. All warranties shall survive inspection, acceptance andpayment. In addition to any other remedies, Products not meeting the warranties willbe, at Buyer’s option, returned for or subject to refund, repaired, or replaced by Vendor
at no cost to Buyer or its customers and with transportation costs and risk of loss anddamage in transit borne by Vendor. Repaired and replacement Products shall bewarranted as set forth in this clause.
8.
Indemnity: Upon Buyer’s written notice to Vendor, Vendor agrees to indemnify,
defend and hold Buyer harmless from and against all losses, claims, damages, liabilities,
costs and expenses (including, without limitation, reasonable attorneys’ fees and court
costs) arising out of or resulting from (i) any claim or action brought for harm, death or
economic loss against Vendor or Buyer caused by the Products or Services soldhereunder, irrespective of the theory upon which the claim or action is brought, including
without limitation, claims or actions designated as strict liability, breach of express or
implied warranty, negligence or any other substantive legal theory; and (ii) any claim
against Buyer alleging that the Products or Services, or any part thereof, infringe any
patent, copyright, trademark, trade secret, mask work, or other intellectual property
interest in any country. If an injunction against Buyer’s use, sale, lease, license,
distribution, of the Products, or any part thereof results from an infringement claim (or,if Buyer reasonably believes such an injunction is likely), Vendor shall, at its expense(and in addition to the Vendor’s other obligations hereunder) and as Buyer requests,
obtain for Buyer the right to continue using, selling, leasing, licensing Product, orotherwise non-infringing but functionally equivalent Product. There shall be nolimitation on Buyer’s stated warranties, remedies or the type and amount of damages
that Buyer may seek in the event of a breach by Vendor or in the event of a claim forindemnity under this paragraph.
9.
Compliance with Laws: In filling this order, Vendor shall comply with allapplicable federal, state, provincial and local employment and other laws, government
regulations and orders. Vendor agrees to comply with Buyer’s Supplier Code of Conduct
which is located on its website at www.superioressex.com. In addition, Vendor
represents and warrants that it will not discriminate against any employee or applicant
for employment because of race, color, religion, disability, sex, gender identity, sexual
orientation, national origin, age, physical or mental disability, veteran status, or any otherunlawful criterion and that it shall comply with all applicable laws against discrimination
and all applicable rules, regulations and orders issued there under or in implementation
thereof. Vendor agrees to comply with 29 CFR Part 471, Appendix A to Subpart A andthe Equal Opportunity Clauses set forth in 41 C.F.R. §§ 60-1, 60-300 and 60-741.
Vendor shall also comply with all applicable federal, state, provincial and local laws,
government regulations and orders with respect to minimum wages and hours of
employment, now in effect or hereafter enacted. The clauses set forth in 29 CFR 5.5 (a)(1) through (10) and (b)(1) through (4) are incorporated by reference herein.
If this order is issued under a United States Government prime contract or subcontract,
to the extent applicable, the clauses in Federal Acquisition Regulation ("FAR") 52.2125(e)(1) and 52.244-6(c)(1) are hereby incorporated by reference. In addition, Vendor
and its subcontractors shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60300.5(a), and 60-741.5(a). These regulations prohibit discrimination against
qualified individuals based on their status as protected veterans or individuals withdisabilities, and prohibit discrimination against all individuals based on their race,color, religion, sex, or national origin. Moreover, these regulations require thatcovered 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.
Vendor and its
subcontractors further agree to comply with Section 307 of the Tariff Act of 1930
(19 U.S.C. §1307) that prohibits the importation of merchandise mined, produced
or manufactured, wholly or in part, in any foreign country by forced or indentured
child labor – including forced child labor. Vendor also agrees to incorporate byreference this order and abide by the terms and conditions in such prime contract or
subcontract necessary to protect Buyer's interests including, but not limited to, terms and
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Purchase Order Terms and Conditions
Superior Essex Services LLC and its affiliates (“Buyer”)

conditions relating to government-directed changes, terminations for convenience, andstop work orders.
Vendor represents and warrants that no payments have been or will be paid, offered,given, or promised by the Vendor, his agents or employees, directly or indirectly, to: (a)Buyer or any of its divisions, subsidiaries or affiliates, or any directors, officers or
employees of Buyer; or (b) any person, firm, or corporation, at the direction of or byarrangement with Buyer, or any directors, officers, or employees of Buyer; or (c) any
political party or official thereof, any candidate for political office, or any officer,
employee or agent of any government or instrumentality of any government for the
purpose of (i) influencing any act or decision of such party, official thereof, candidate,
officer, employee, or agent in his or its official capacity, including a decision to fail toperform his or its official functions; or (ii) inducing any such party, official thereof,
candidate, officer, employee or agent to use his or its influence with a government or
instrumentality thereof to affect or influence any act or decision of such government or
instrumentality in order to assist Buyer in obtaining or retaining business for or with, or
directing business to, any person, firm, or corporation.
10. Price and Payment: All prices are firm unless otherwise agreed in writing. To
ensure proper payment, all invoices, Bills of Lading, Packing Lists, Labels, etc. must
include this order number, line item, and part number(s). Payment date of invoices shallbe calculated from date of receipt of an acceptable invoice. Vendor warrants that all
prices relating to the Products and Services are no less favorable than those extended toany other customer of Vendor for the same or similar products or services in likequantities. If Vendor sells to another at a price more favorable than contained in thisorder within thirty (30) days of receipt of this order, the price will be adjusted to meetthe more favorable term, and Vendor will refund or credit the difference to Buyer. No
charges of any kind including but not limited to charges for boxing, packing, loading,bracing or cartage will be allowed unless specifically agreed to by Buyer in writing.
11. Termination and Cancellation: If Vendor ceases to conduct its operations in thenormal course of business including inability to meet its obligations as they mature or if
any proceeding under the bankruptcy or insolvency laws is brought by or against Vendor,
or a receiver for Vendor is appointed or applied for or an assignment for the benefit ofcreditors is made by Vendor, Buyer may cancel this order without liability except for thedeliveries previously made or for Products and Services covered by this order thencompleted and subsequently delivered in accordance with all terms of this order.
Buyer may terminate this order in whole or in part by ten (10) days written notice toVendor without cause. Upon receipt of notice of termination, Vendor shall immediately
discontinue performance and shall comply with Buyer’s instructions concerning
disposition of any completed and partially completed Products or Services, work inprogress and materials acquired pursuant to this order. In the event of such termination,
Buyer’s sole and only liability to Vendor shall be Vendor’s reasonable cost of
performance incurred prior to termination in connection with completed and partiallycompleted Products and Services, work in process and raw materials in Vendor’s
possession at the time of termination, all of which Vendor shall have the burden of proof,
which shall be fully documented and given to Buyer. In no event shall any payment by
Buyer exceed the price specified herein for such Products or Services.
12. Partial Invalidity: If in any instance, any provision of this order shall be
determined to be invalid or unenforceable under any applicable law, such provision shallnot apply in such instance, but the remaining provisions shall be given effect inaccordance with their terms.

Superior Essex Services Purchase Terms and Conditions FINAL (2021-12) ENGLISH
Version: 2021-12

13. Toxic and Hazardous Material: Notwithstanding anything to the contrary
heretofore or hereafter represented by either party to the other, Vendor warrants that eachand every chemical substance sold and delivered by Vendor under this order, at the timeof such sale and delivery, is on the Inventory List published by the Environmental
Protection Agency, pursuant to the Toxic Substance Control Act (PL 94-469). In
accordance with OSHA regulation 29-CFR 1910, 1200, Vendor shall provide Buyer with
an M.S.D.S. for all purchased chemical materials. Any Products required by this orderthat are deemed hazardous will be packaged, marked and shipped by the Vendor tocomply with all applicable federal, state, and local regulations and will further comply
with any special Buyer requirements as might be noted on the face of the order.
14. Equitable Relief: Any breach of Vendor's obligation to supply the Products orServices to Buyer would cause irreparable damage to Buyer, and Vendor agrees that forany such breach or threatened breach, in addition to such other remedies as may beavailable to it under this Agreement, at law or in equity, Buyer shall be entitled to
injunctive relief and to enforce its rights by an action for specific performance.
15. Choice of Law: These Terms and all accepted orders and all disputes arising outof or relating to such shall be construed and governed by:(i) The laws of the State of Georgia, United States of America without regard to its
conflict of law principles for all Products or Services ordered or purchased by a Buyer
entity that is incorporated under the laws of the United States or any state thereof, andVendor irrevocably consents and submits to the exclusive jurisdiction of, and exclusive
venue in, the courts of the State of Georgia with respect to such disputes;(ii) the laws of the province of Ontario, Canada without regard to its conflict of law
principles for all Products or Services ordered or purchased by a Buyer entity that isincorporated under the laws of Canada or any province thereof, and Vendor irrevocably
consents and submits to the exclusive jurisdiction of, and exclusive venue in, the courtsof Ontario with respect to such disputes; or(iii) the laws of Mexico without regard to its conflict of law principles for all Products
or Services ordered or purchased by a Buyer entity that is incorporated under the lawsof Mexico, and Vendor irrevocably consents and submits to the exclusive jurisdictionof, and exclusive venue in, the state and federal courts sitting in Mexico City with respect
to such disputes.
16. Additional Terms: Performance of this order shall not be assigned by the Vendor
without the prior written consent of Buyer. The rights and remedies herein reserved toBuyer shall be cumulative and additional to any other or further rights and remedies inlaw or equity. Buyer shall have the right to reduce and set-off against amounts payable
hereunder any indebtedness or other claim which Buyer, or its affiliated or relatedcompanies, may have against Vendor, or its affiliated or related companies, under thispurchase order or any other agreement between the referenced parties. Vendor andBuyer are independent contracting parties and nothing in this agreement shall makeeither party the agent or legal representative of the other for any purpose whatsoever,nor does it grant either party any authority to assume or to create any obligation on behalfof or in the name of the other. If any term of this agreement is invalid or unenforceable
under any statute, regulation, ordinance, executive order or other rule of law, such term
shall be deemed reformed or deleted, but only to the extent necessary to comply withsuch statute, regulation, ordinance, order or rule, and the remaining provisions of thisagreement shall remain in full force and effect. Vendor confirms its express wish thatthese Terms and any other documents related thereto be drawn up in the English
language. Le Vendeur confirme sa volonte expresse que les presents Termes ainsi quetoute documentation y afferent soient rediges en anglais.

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