All purchases made by Buyer are expressly subject to these Terms. Any additional or different terms proposed by Supplier are rejected unless expressly agreed to in writing by Buyer.

Shipment of goods, acknowledgment of a purchase order, or commencement of performance constitutes Supplier’s acceptance of these Terms.

All purchases must be authorized by a written purchase order issued by Buyer.

Buyer reserves the right to cancel or modify any purchase order prior to shipment if Supplier fails to comply with these Terms or the specifications of the order.

Supplier warrants that all goods supplied to Buyer:

• are free from defects in material and workmanship
• conform to the specifications, drawings, and descriptions provided to Buyer
• comply with all applicable federal, state, and local laws and regulations
• are safe for their intended use
• are new and of merchantable quality

These warranties shall survive inspection, acceptance, and payment by Buyer.

Supplier warrants that all goods comply with all applicable laws and regulations, including but not limited to:

• consumer product safety laws
• labeling requirements
• environmental regulations
• import/export laws
• applicable building or safety standards

Supplier shall provide any documentation reasonably requested by Buyer to demonstrate compliance.

Supplier shall indemnify, defend, and hold harmless Mosaic, its affiliates, officers, directors, employees, agents, and customers from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• defects in products supplied by Supplier
• manufacturing defects
• design defects
• failure of the products to comply with applicable laws or regulations
• Supplier’s negligence or misconduct
• injury to persons or damage to property caused by Supplier’s products

Supplier shall, upon request, assume the defense of any such claim.

Supplier shall maintain adequate insurance coverage, including:

Upon request, Supplier shall provide Buyer with a certificate of insurance evidencing such coverage.

Where reasonably requested by Buyer, Supplier shall name Mosaic as an Additional Insured under its liability policies.

Supplier shall promptly notify Buyer of any product defects, safety concerns, or regulatory issues relating to goods supplied to Buyer.

Supplier shall be responsible for all costs associated with any product recall resulting from defects or noncompliance in Supplier’s products, including but not limited to:

• recall notification costs
• replacement products
• transportation costs
• regulatory reporting costs

Buyer reserves the right to inspect all goods supplied.

Buyer may reject goods that:

• are defective
• do not conform to specifications
• are damaged during shipment
• fail to meet applicable legal requirements

Rejected goods may be returned to Supplier at Supplier’s expense.

Supplier shall deliver goods in accordance with the delivery schedule specified in the purchase order.

Supplier shall promptly notify Buyer of any anticipated delays.

Supplier shall be responsible for any damages incurred by Buyer resulting from Supplier’s failure to meet agreed delivery schedules where such failure is due to Supplier’s negligence or misconduct.

Supplier shall package goods in a manner suitable to prevent damage during normal handling and transportation.

Supplier shall comply with all labeling and packaging requirements required by applicable law.

Supplier shall treat all information provided by Buyer as confidential and shall not disclose such information to any third party without Buyer’s written consent.

Buyer shall not be liable for any indirect, incidental, or consequential damages arising from any purchase order or these Terms.

Buyer’s total liability shall not exceed the amount paid for the goods that are the subject of the claim.

Supplier may not assign or transfer its obligations under these Terms without the prior written consent of Buyer.

These Terms shall be governed by and interpreted under the laws of the state in which Buyer maintains its principal place of business, without regard to conflict of law principles.

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

These Terms, together with any purchase order issued by Buyer, constitute the entire agreement between the parties regarding the purchase of goods.