Price. This purchase order must not be filled at a higher price than shown on the purchase order. Any change must be authorized in writing by Tyson. If no price is shown, Tyson's agent must be notified of the price and its acceptance obtained before filling the purchase order. Prices are F.O.B. unless otherwise specified and include all custom duties, all sales, use, excise and property taxes, shipping, packaging, boxing, crating, labeling, storage, insurance and similar charges. Title to the goods shall pass to Tyson upon delivery.

Price Warranty. Seller warrants that the prices for the articles sold to Tyson hereunder are not less favorable than those currently extended to any other customers for the same or similar articles in similar quantities in compliance with all pricing laws and regulations. In the event Seller reduces its price for such articles during the term of this purchase order, Seller agrees to reduce the price hereof correspondingly. Seller warrants that prices shown on this purchase order are complete.

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

Changes. Tyson 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 performance of this purchase order, an equitable adjustment shall be made and this purchase order shall be modified in writing accordingly. Seller agrees to accept any such changes to this purchase order.

Delivery. Time is of the essence of this purchase order, and if delivery of items or rendering of services is not completed by the time promised, Tyson reserves the right without liability, in addition to its other rights and remedies, to terminate this purchase order 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.

Shipment. If, in order to comply with Tyson'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 Tyson.

Force Majeure. Tyson may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such goods at the direction of Tyson and shall deliver them when the cause of the delay has been removed. Tyson shall be responsible for Seller's direct additional costs only if Tyson’s request to hold the goods is delaying performance of this purchase order. Causes beyond Tyson's control shall include government action or failure of the government to act where such action is required, strike or other labor trouble, fire, act of God or unusually severe weather.

Warranty. Seller expressly warrants that all goods or services furnished under this purchase order shall conform to all specifications and appropriate standards, will be new, and will be free from defects in materials or workmanship. Seller warrants that all such goods or services will conform to any statements made on the containers, labels or advertisements for such goods or services, and that any goods will be adequately contained, packaged, marked and labeled. 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 Tyson 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. Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect Seller's obligation under this warranty, and all warranties shall survive inspection, test, acceptance and use. Seller's warranty shall run to Tyson, its successors, assigns, customers and users of products sold by Tyson. Seller agrees to replace or correct promptly defects of any goods or services not conforming to the foregoing warranty, without expense to Tyson. In the event of failure of Seller to correct defects in or replace nonconforming goods or services promptly, Tyson, after reasonable notice to Seller, may make such corrections or replace such goods and services, and charge Seller for the cost incurred by Tyson.

Compliance with Laws. Seller expressly warrants that all goods supplied hereunder will have been produced in compliance with, and Seller agrees to be bound by, all applicable federal, state and local laws, orders, rules and regulations. Seller represents that, by acceptance of this purchase order, it is and shall continue to be in full compliance with all Executive Orders, federal laws, rules and regulations, all as from time to time amended, relating to equal employment opportunity, and that the following laws, orders and regulations are hereby incorporated by reference: Equal Opportunity Clause prescribed by E.O. 11246, as amended (41 CFR Chapter 60); Affirmative Action Clause prescribed by the Vietnam Era Veterans Readjustment Assistance Act of 1974 (41 CFR Chapter 60) (Disabled Veterans of the Vietnam Era); Minority Business Enterprises Clause requirements of E.O. 11625 (41 CFR Part 1); Affirmative Action Clause prescribed by E.O. 11758 (41 CFR Chapter 60) (Handicapped); and Union Dues Clause prescribed by E.O. 13201 (29 CFR Part 470).

Indemnification. Seller shall defend, indemnify and hold harmless Tyson against all damages, claims or liabilities and expenses (including attorneys' fees) arising out of or resulting in any way from any defect or nonconformance in the goods or services purchased hereunder, or from any act or omission of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Seller.

Insurance. Seller shall maintain such public liability insurance, including product liability, completed operations, contractor’s liability and protective liability, automotive liability insurance (including non-owned automotive liability), workers’ compensation and employer's liability insurance as will adequately protect Tyson against all such damages, liabilities, claims, losses and expenses (including attorneys’ fees). Seller agrees to submit certificates of insurance evidencing its insurance coverage when requested by Tyson. All insurance coverage provided to Tyson by Seller pursuant to these terms and conditions shall be primary insurance with respect to Seller’s obligations, and shall not be or be considered to be contributing insurance with any of Tyson’s policies of insurance. No recovery by Tyson under any policy of insurance procured by Seller shall limit, waive or bar any other right, remedy, claim, cause of action or recovery that Tyson may have against Seller under these terms and conditions or applicable law.

Proprietary Information - Confidentiality - Advertising. Seller shall consider all information furnished by Tyson to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this purchase order unless Seller obtains written permission from Tyson to do so. This paragraph shall apply to drawings, specifications or other documents prepared by Seller for Tyson in connection with this purchase order. Seller shall not advertise or publish the fact that Tyson has contracted to purchase goods from Seller, nor shall any information relating to the purchase order be disclosed without Tyson's written permission. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Seller to Tyson shall be deemed secret or confidential, and Seller shall have no rights against Tyson with respect thereto except such rights as may exist under patent laws.

Proprietary Rights. Seller agrees, upon receipt of notification, to promptly assume full responsibility for defense of any suit or proceeding which may be brought against Tyson or its agents, customers or other vendors for alleged infringement or violation of any patent, trademark, trade dress, trade secret, service mark or other proprietary right of Seller, as well as for any alleged unfair competition claim relating to the goods or services furnished hereunder and arising from the acts of Seller (collectively “Claims”). Seller further agrees to indemnify Tyson, its agents and customers against any and all expenses, losses, royalties, profits and damages, including any settlement of any such Claim. Tyson may be represented by and actively participate through its own counsel at its own expense in any suit or proceeding if it so desires.

Inspection/Testing. Payment for the goods delivered hereunder shall not constitute acceptance thereof. Tyson shall have the right to inspect such goods and reject any or all of said goods. Goods supplied in excess of quantities called for herein may be returned to Seller at its expense. In addition to Tyson's other rights, Tyson may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event Tyson receives goods whose defect or nonconformity is not apparent on examination, Tyson reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order or any confirmation in writing sent by Seller shall relieve, in any way, Seller from the obligations of testing, inspection and quality control.

Records, Inspections and Audit Right. At all times Seller shall maintain accurate books and records containing information regarding the raw materials, production, storage, sale and shipment of the subject goods, the pricing of the subject goods and all payments made related to the subject goods. These books and records shall be kept in accordance with all legal requirements, industry practice and generally accepted accounting principles, as applicable, and preserved for not less than three years after creation. Tyson and its agents and representatives have the right, but not the obligation, to examine the books and records of Seller for the purpose of verifying Seller’s compliance with its obligations under this purchase order. Any such examination shall be during business hours in Seller’s chief executive offices, the facility where the goods were produced, or such other location or method as Tyson may reasonably request. Seller shall cooperate with Tyson’s examination, which cooperation shall include making Seller’s officers, employees, agents and contractors available for discussion of Seller’s books, records and compliance with this purchase order. The examination shall be at Tyson’s expense, unless Tyson determines that Seller has failed to perform its obligations under this purchase order or applicable laws, in which event the examination will be at Seller’s expense plus other damages incurred by Tyson.

Tyson also has the right, but not the obligation, to inspect any facility where the subject goods are produced or stored for the purpose of verifying compliance of such facilities with applicable law, compliance with this purchase order and compliance with Tyson’s food safety, quality and other manufacturing and storage standards, practices and procedures. Seller will provide copies of such books and records as Tyson may reasonably request, provided that Tyson agrees to maintain any information contained in such books and records which is confidential and proprietary information of Seller in the same manner that Tyson maintains its own confidential and proprietary information. Tyson will not use any such confidential and proprietary information of Seller except as contemplated by these terms and conditions.

Termination for Convenience of Tyson. Tyson reserves the right to terminate this purchase order or any part hereof 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 purchase 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, or for any costs incurred by Seller's suppliers or subcontractors which Seller reasonably could have avoided.

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

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

Arbitration. Any controversy arising under a purchase contract or a purchase order, or any breach thereof, shall be finally settled by arbitration in Fayetteville, Arkansas under the rules of the American Arbitration Association, and judgment upon this award may be entered in any court having jurisdiction.

Remedies. Each of the rights and remedies reserved by Tyson in this purchase order shall be cumulative and additional to any other or further remedies provided by law or equity, or in this purchase order.

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

Assignments and Subcontracting. No part of this purchase order may be assigned or subcontracted by Seller without prior written approval of Tyson.

Choice of Law. These terms and conditions shall be interpreted pursuant to the laws of the State of Arkansas without giving effect to its choice of law provisions.

Entire Agreement. This purchase order and any documents referred to herein constitute the entire agreement between Tyson and Seller unless specifically modified by a writing signed by all parties.