The following Standard Terms and Conditions of Purchase (“Terms”) apply to transactions that do not have a written agreement, duly executed by these parties. If there is such an agreement, then those terms shall be the terms that govern the transaction and relationship of the parties. In the absence of such a written agreement, duly executed by both parties, then these Terms provide you (“Seller”) with the guidelines and legal stipulations concerning this purchase order (“Order”) issued by XPEL, Inc. (“Buyer”) for the goods and/or services that are described on the face of the Order. Any proposal or document from Seller that includes different or additional terms that vary from these Terms are objected to and disallowed. Notwithstanding the foregoing, any such counterproposals by Seller shall not operate as a rejection of the contract of purchase, but as a rejection of the additional or different term(s)

1. Warranty. Seller represents and warrants that with respect to all materials, supplies and equipment (herein collectively referred to as “materials”) delivered and services furnished hereunder: (i) title shall be good, merchantable, rightful and the materials free of any security interest, lien or encumbrance; (ii) that materials will be new, free from defects in material and workmanship, be of quality, size, description and dimension required by Buyer, be fit for the purpose for which they are purchased and will meet the specifications, if any, and that Seller’s services will be performed in a skillful and workmanlike manner; and (iii) the materials, the process by which they are made, the use for which they are designed by Seller and Buyer’s use of the materials will not infringe any patent, trademark, copyright or other rights of any third parties (“Intellectual Property Rights”), (iv) the prices for the goods or services sold to Buyer under this Order are not less favorable than those currently extended to any other customer for the same or similar goods and/or services in equal or lesser quantities, and (v) Seller shall not act in any fashion or take any action that will render Buyer liable for a violation of any applicable anti-bribery legislation (including without limitation, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010), which prohibits the offering, giving, or promising to offer or give or receiving, directly or indirectly, money or anything of value to any third party to assist it, them or Buyer in retaining or obtaining business or in procuring the goods or services. Buyer’s inspection, test, acceptance, or use of the goods shall not affect Seller’s obligations under these warranties. Seller shall replace or correct, at Buyer’s option and at Seller’s cost, defects of any goods not conforming to these warranties. If Seller fails to correct defects in or replace nonconforming goods within ten (10) days from the date the Buyer notifies Seller of the defect or defects, Buyer may, on ten (10) days prior written notice to Seller, either (i) make such corrections or replace such goods and charge Seller for all costs incurred by Buyer, or (ii) revoke its acceptance of the goods in which event Seller shall be obligated to refund the purchase price and make all necessary arrangements, at Seller’s cost, for the return of the goods to Seller. All warranties of Seller herein or that are implied by law shall survive any inspection, delivery, acceptance, or payment by Buyer. Any attempt by Seller to limit, disclaim, or restrict these warranties or any remedies of Buyer, by acknowledgment or otherwise, in accepting or performing this Order, will be null, void, and ineffective without Buyer’s written consent. The foregoing is in addition to any and all other express or implied warranties applicable to the materials purchased hereunder.
2. Compliance with Laws; Standards and Testing. Seller represents and warrants that all materials furnished hereunder, and Seller’s manufacturing thereof, complies with all applicable laws, ordinances, rules and regulations (“Laws”) and each chemical substance sold hereunder has been reported to the US Environmental Protection Agency (EPA) as required by the Toxic Substances Control Act and regulations, for inclusion in the inventory of chemical substances compiled by the Administrator of the EPA. Seller shall treat materials prior to shipment to Buyer in accordance with testing standards requested by Buyer and shall furnish Buyer certifications in support thereof.
3. Indemnity. Seller will defend, indemnify and hold harmless Buyer, its affiliates, vendors, and their officers, directors, shareholders, employees, and agents from and against any and all loss, liability and expense by reason of (i) any actual or alleged violation of Laws, (ii) any actual or alleged infringement of Intellectual Property Rights, (iii) injury, death or property damage resulting, in whole or in part, from any negligent act or omission on the part of the Seller or which may result from the installation, operation or use of the materials furnished hereunder, (iv) a defect in the manufacture or design of the materials supplied hereunder, or (v) any breach or alleged breach by Seller of any representation, warranty, or other provision of these terms and Conditions of Purchase. If the use or sale of goods is enjoined because of an actual or threatened infringement claim, Seller shall, at its own expense, either obtain on behalf of the Buyer the right to continue to use or sell the Goods, substitute an equivalent product reasonably acceptable to Buyer in its place, or reimburse Buyer the purchase price of such Goods. Upon notification, Seller shall promptly assume full responsibility for the defense of any suit or proceeding which may be brought against Buyer or any of its subsidiaries, affiliated companies, agents and vendors in connection with the above, or for alleged unfair competition resulting from similarity in design, trademarks, or appearance of the materials or equipment. Seller shall further indemnify and hold Buyer, its subsidiaries, affiliated companies, agents and vendors harmless from any and all expenses, losses, claims, royalties, profits, and damages, including court costs and attorneys’ fees, resulting from the bringing of such suits or proceedings or the threat thereof and from any settlement, decree or judgment therein. Buyer reserves the right to control any such suit or proceeding.
4. Cover; Delivery. In case of default by Seller, Buyer may obtain materials and services from other sources and hold Seller responsible for any damages occasioned thereby. The dates of delivery and quantities specified herein are of the essence for this Order and delivery must be effected within the specified time period. If deliveries are not made on time and in the quantities specified, Buyer reserves the right to cancel and to purchase the materials and/or services elsewhere and hold Seller accountable therefore. Seller shall cooperate with Buyer in respect to all customs formalities applicable to the import or export of the materials, shall be responsible for determining proper import or export classifications, and shall provide Buyer documentation to Buyer’s satisfaction for such classifications.
5. Prices. Orders shall not be filled at prices higher than those quoted or charged to Buyer or specified herein. Unless otherwise agreed in writing, prices include packaging, labeling, crating, taxes, and duties. Unless otherwise agreed in writing, all prices include shipping and delivery ex-works INCOTERMS 2022.
6. Inspection and Rejection. Materials are subject to inspection, test, and acceptance by BUYER and the ultimate Buyer. Buyer shall have a reasonable number of days from the date of arrival to inspect the materials and notify Seller of any non-conformity to the Order specifications (including quantity and delivery dates). Such inspection may not occur until final sale of the materials to Buyer’s customers. Buyer reserves the right to reject any material, even after delivery and inspection at customer’s site, which does not fulfill the specifications of the Order or time of delivery and (i) return rejected materials to Seller at Seller’s risk and expense for full credit at the Order price without prejudice to any right to other damages for such breach, (ii) to require Seller at Seller’s expense to replace rejected materials at the unit price of this Order, or (iii) consider this Order breached as to the rejected quantity and cancelled as to any unfulfilled portion of this Order, and to hold Seller liable for such breach and cancellation. Seller is not relieved of the responsibility imposed by this clause, either as to proper packaging, quantity of materials or specifications, by reason of acceptance by Buyer.
7. Changes: At all times Buyer will have the right to make changes to this Order, including changes to drawings, designs, configurations, specifications, quantities, methods of shipment or packing and delivery schedules or location of delivery. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under this Order, an equitable adjustment will be made in the contract price or delivery schedule, or both, and this Order will be modified in writing accordingly. Nothing in this Section, including any disagreement with Buyer as to any claimed adjustment, will excuse Seller from proceeding with this Order as changed. Any claim by Seller for adjustment under this Section 7 must be detailed in writing and delivered to Buyer within five (5) days after the date Seller receives notification of change. Any change will be authorized only by a duly executed amendment to this Order. Information, such as technical information or guidance provided to Seller by representatives of Buyer, will not be construed as a change within the meaning of this Section. If Seller considers that the conduct of any of Buyer’s employees has constituted a change under this Order, Seller will immediately notify Buyer’s central procurement office, in writing, as to the nature of the change and any proposed adjustment, which will be then subject to this Section 7.
8. Confidential or proprietary information: Notwithstanding any document marking to the contrary, any knowledge or information that the Seller has disclosed or may later disclose to Buyer, and which in any way relates to the goods or services covered by this Order will not, unless otherwise specifically agreed to in writing by Buyer, be deemed to be confidential or proprietary information, and will be acquired by Buyer, free from any restrictions. Seller will not transmit to Buyer any sensitive personal information, including, but not limited to, identified health information, financial information, social security numbers, biometrics or other personally identified or identifiable information of like sensitivity. Seller will keep confidential any technical, process, economic, or other information derived from drawings, specifications and other data furnished by Buyer in connection with this Order (in whatever form or format) and will not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining Buyer’s prior written consent. Except as required for the efficient performance of this Order, Seller will not use such information or make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of Buyer. If any reproduction is made with prior consent, this notice will be provided. Upon completion or termination of this Order, Seller will promptly return to Buyer all materials incorporating any such information and any copies, except for one record copy. Seller agrees that no acknowledgment or other information concerning this Order and the goods or services provided will be made public by Seller without the prior written agreement of Buyer.
9. Work on Buyer’s premises: If Seller’s work under this Order requires Seller to be on the premises of Buyer or at Buyer’s direction, Seller will take all necessary precautions to prevent any injury to persons or damage to property, including following any rules, procedures or other requirements of Purchase.
10. Limitation of liability: Buyer’s aggregate liability arising from or relating to this Order is limited to the amount paid by Buyer for the goods and services. To the maximum extent allowable under applicable law, Buyer shall not be liable under this Order for any special, incidental, consequential, indirect, or punitive damages including, without limitation, lost revenues even if Buyer has been advised of the possibility of such damages.
11. Payment and Invoicing. Invoices and bills of lading showing full routing should be dated and mailed at the time of shipment and a separate invoice must be made for each destination showing point of shipment and how shipped. Invoices bearing transportation charges must be supported with attached original receipted transportation bills and, in the case of consolidated carload shipments, must show weight and rate. The discount period, if any, stated in the face of the purchase Order shall be calculated from the date of receipt by Buyer of a proper invoice from Seller.
12. Force Majeure. If the manufacture, transfer or receipt or use by either party of any materials covered hereby is prevented, restricted or interfered with by reason of any event beyond the reasonable control of the party so affected, such party, upon prompt notice to the other party (and in the case of Buyer, prior to actual shipment), shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction or interference but, at Buyer’s option, deliveries so omitted shall be made upon notice thereof to Seller, upon cessation of such contingency.
13. Assignment. Seller may not assign this Order or any of Seller’s obligations hereunder without Buyer’s written consent.
14. Insurance. Seller shall maintain at its own expense at all times while performing hereunder occurrence-based liability insurance and product-liability insurance with a reputable and financially responsible carrier(s) satisfactory to Buyer for coverage in amounts not less than USD 1 million per occurrence, USD 2 million in aggregate, and all other insurance required by applicable law. Seller shall furnish insurance certificates as directed by Buyer, satisfactory in form and substance to Buyer, showing the above coverages, and providing for at least 10 days prior written notice to Buyer by the insurance company of cancellation or material modification.
15. Seller’s Representatives. If Seller’s employees, subcontractors, consultants, or other representatives under Seller’s control perform any services at Buyer’s premises or at Buyer’s direction at the premises of others, (i) such persons shall comply with all rules and regulations of such premises and (ii) Seller shall keep materials and the premises on which the work is performed free and clear of all liens for material and labor incident to the performance of Seller’s services hereunder.
16. Termination. In the event of (i) any proceeding voluntary or involuntary in bankruptcy or insolvency by or against Seller, or in the event of an appointment of a receiver or assignee for the benefit of creditors, with or without Seller’s consent, or (ii) any change in control and/or ownership of Buyer, Buyer may cancel any unfilled part of this Order without any liability whatsoever on Buyer’s part.
17. Buyer’s Property. All tools, dies, patterns, designs, molds, drawings, specifications, and other data or papers, and the like furnished by Buyer to Seller in connection with this Order by Buyer remains the property of Buyer. In the event materials furnished by Buyer to Seller include any intellectual property of Buyer, Seller is granted a non-exclusive, non-transferable, non-sublicensable and non-assignable license required only for the production of materials under this Order and shall use Buyer’s intellectual property only for that purpose. Except for this license, no right, interest, ownership, or privilege of use of Buyer’s intellectual property shall inure to the benefit of Seller.
18. Survival: Seller’s obligations under Sections 1,2,3, 6, 8, 10, 17, 18, 19, 20, 22, 23, and 24 will survive any termination of this Order
19. Waiver, modification: No claim or right arising out of a breach of this Order can be discharged in whole or in part by a waiver or renunciation of the claim or right unless supported by consideration and in a writing signed by the aggrieved party. The failure of Buyer to enforce at any time or for any period of time any provisions hereof will not be construed to be a waiver of such provisions or of the right of Buyer thereafter to enforce each and every such provision. This Order can be modified or rescinded only by a writing signed by authorized representatives of both parties.
20. Severability: If any provision of this Order shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, this provision shall not affect any other provision or provisions contained in this Order.
21. Notices: All notices, consents, waivers, and other communications required or permitted to be given pursuant to this Order, shall be in writing and shall be deemed to have been delivered either (i) on the delivery date, if personally delivered, or if delivered by confirmed facsimile or email, (ii) one (1) business day after delivery to any national overnight courier directing delivery on the next business day, receipt requested, or (iii) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, with adequate postage affixed thereto.
22. Choice of Law. This Agreement between Buyer and Seller shall be construed, and the respective rights and duties of Buyer and Seller shall be determined, according to the laws of the State of Texas, without giving effect to its principles of conflicts of laws. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
23. Dispute Resolution. Any dispute, controversy or claim arising out of or related in any way to this purchase Order, these Terms and Conditions of Purchase, and/or any related contract, including but not limited to the validity, scope and enforceability of this clause, which cannot be amicably resolved by the parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place before one (1) arbitrator sitting in Bexar County in the State of Texas, to be selected by both parties. If the parties cannot agree to the selection of an arbitrator, then the American Arbitration Association will select the arbitrator. The language of the arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of Texas. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement.
24. Entire agreement: Provided that there is no written agreement, duly executed by both parties, applying to the transaction, this Order, with such documents as are expressly incorporated by reference, is intended by the parties as a final expression of their agreement with respect to such terms as are included in it, and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade will be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection.