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IDES Holding AG, Postfach 16 05 29, D-60070 Frankfurt/M Purchase order
Mr. Purchase Order No./date
XYZ 4500000078 / 30.07.2017
PO Box 5 45 86 Contact person/Telephone
32156 Berlin Freight Purchases/+49691254648

Your vendor number with us

3000

Please deliver to: Delivery date: Day 09.06.2017

CS Werk Frankfurt
über D645W an Abladestelle
Industriepark Höchst/ Tor Süd
65929 Frankfurt-Höchst

Terms of delivery: FOB munich

Terms of payment: Payable immediately Due net Currency EUR
Header Text
For Queries on Purchase Order please email: [email protected]

NewCo takes responsibility concerning social, ecological and ethical

principles and also expects its suppliers to respect these
sustainability principles which are outlined in NewCo's Supplier Code
of Conduct.
(http://www.supplier-code-of-conduct.Newco.com)

NewCo shall have the right to audit the sustainability performance of a

supplier, either by assessment (online, paperquestionnaire, etc.) or
byoonsite audit, executed by NewCo or by a third party. The
sustainability performance of a supplier will be evaluated by comparing
it with th e principles outlined in the NewCo Supplier Code of Conduct.

We order under our enclosed purchasing terms:

_______________________________________________________________________
Item Material Description
Order qty. Unit
Price per unit Net value
_______________________________________________________________________

00010 16 Test
10.000,000 kg 10,00 100.000,00

FooterText
16 Travel Street; Foster City, CA 90123. Telephone: 1-800-fly-fast. Board of Directors: Thomas Schmidt · Sharon Bishop · Chantal Willemin ·
Sigeruh Takahashi -- Incorporated in Delaware.
XYZ Purchase Order No./date Page
PO Box 5 45 86 4500000078 / 30.07.2017 2
32156 Berlin

_______________________________________________________________________
Item Material Description
Order qty. Unit
Price per unit Net value
_______________________________________________________________________
Test.url.com
_______________________________________________________________________

Total net value excl. tax EUR 100.000,00

Supplementary Text
This order is not considered accepted by you unless a return fax or
e-mail is sent.

Advise current pricing via fax to the contact person mentionabove. Also
,please notify us if there are any additional charges such asuch as
platecharges, set up charges,freight charges, etc. at the time of
confirmation of order. Submit invoice and one copy of the bill of
ladingto the accounts payable dept.

ALL INVOICES MUST BE ADDRESSED AND MAILED TO THE FOLLOWING ADDRESS:

BAYER CROPSCIENCE LP.
ATTN: ACCOUNTS PAYABLE
P.O. BOX: 98
Pittsburgh, PA 15230-0098

Please Direct any questions regarding the processing and payment to our
Accounts Payable Team.

Accounts Payable Team can be reached via email or by telephone at:

Phone number: 1-866-283-6752
Fax number: 1-866-261-3729
Email Address: [email protected]

16 Travel Street; Foster City, CA 90123. Telephone: 1-800-fly-fast. Board of Directors: Thomas Schmidt · Sharon Bishop · Chantal Willemin ·
Sigeruh Takahashi -- Incorporated in Delaware.
 XYZ Purchase Order No./date Page
PO Box 5 45 86 4500000078 / 30.07.2017 3
32156 Berlin
Terms and Conditions Till End of 7th Page

ORDER TERMS AND CONDITIONS

1. CONTRACT: This Purchase Order constitutes an offer by Buyer to

purchase the goods and/or services specified upon the terms and
conditions and at the price(s) and with the delivery date(s) stated
herein and is not an acceptance of any offer by Seller to sell. Seller
shall indicate its acceptance of this offer by verbal acceptance, by
written acceptance on the face hereof or other written confirmation, by
commencing work on this Purchase Order in any manner, or by delivering
the goods or performing the services. This Purchase Order, together
with the documents attached hereto or incorporated herein by reference,
shall constitute the final and complete agreement of the parties and
may not be modified or rescinded except by a written change order
issued by Buyer. No terms stated by Seller in its proposal or in
accepting or acknowledging this Purchase Order shall be binding; and
Seller is hereby notified of Buyer's objection to and rejection of any
additional or different terms in Seller's quotation, acknowledgement,
invoice or other forms. Buyer's Purchase Order expressly limits
acceptance to the terms and conditions contained herein, and notice of
objection to any different or additional terms in any response is
hereby given. If this Purchase Order is construed as an acceptance of
an offer, this acceptance is expressly conditioned upon the officers#
assent to any different or additional terms contained in this Purchase
Order or any attachments or exhibits thereto. If this Purchase Order is
construed as a confirmation of an existing non-written contract, the
parties agree that this confirmation states the exclusive terms of such
contract between the parties. The parties further agree that this
Purchase Order, when used by the parties to place orders for goods or
services in conjunction with or pursuant to a written contract, shall
be construed to supplement the terms of such written contract to the
extent that the terms of this Purchase Order are not inconsistent with
such written contract. Regardless of its construction, this Purchase
Order incorporates by reference all terms of the Uniform Commercial
Code providing any protection to Buyer, including, but not limited to,
all warranty protection (express or implied) and all of Buyer's
remedies under the UCC.

2. WARRANTY: Seller warrants title to goods, sold hereunder, to be free

and clear of all liens, encumbrances and/or colorable claims, and that
all goods and/or services shall be of merchantable quality, free from
defects in material, design and
workmanship, shall be fit for the particular purposes intended, and
shall conform to all requirements of this Purchase Order including
without limitation, all specifications, samples, drawings and plans, if
any, and shall be performed in a sound,
professional and competent manner. Seller warrants that in furnishing

16 Travel Street; Foster City, CA 90123. Telephone: 1-800-fly-fast. Board of Directors: Thomas Schmidt · Sharon Bishop · Chantal Willemin ·
Sigeruh Takahashi -- Incorporated in Delaware.
XYZ Purchase Order No./date Page
PO Box 5 45 86 4500000078 / 30.07.2017 4
32156 Berlin

the items described above which are, or may become, subject to the
provisions of the Federal Food, Drug and Cosmetic Act, as amended, it
will furnish no item which is adulterated or misbranded within the
meaning of such Act, or is an article which may not, under the
provisions of Section 404 or 505 of this Act, be introduced into
interstate commerce. Seller further warrants that items described are
not articles,
which cannot be legally transported or sold under the provisions of any
federal, state or local law and are not misbranded within the meaning
of any federal, state or local law, when bearing labels affixed by
Seller.

3. PRODUCT UNIFORMITY: Seller shall not make any changes in the goods
that may alter properties, impurities, specifications, dimensions, or
any other characteristic of the goods.

4. INDEMNITY AND LIMITATION OF LIABILITY: Seller shall indemnify,

defend, and hold harmless Buyer against all claims, liabilities,
damages, losses or expenses (collectively, #Losses#) relating to
Seller#s breach of any representation,
warranty or obligation, or the negligence or willful misconduct by
Seller, its employees, agents, subcontractors or assigns in the
performance of this Purchase Order.

5. INFRINGEMENT: Seller warrants that the use or sale of goods and/or

services shall not infringe any United States patent claims, trademarks
or other intellectual property rights. Seller shall indemnify and hold
harmless Buyer from all losses
arising out of a breach of warranty.
6. REJECTION AND REVOCATION OF ACCEPTANCE: Buyer shall have a
reasonable opportunity to inspect goods and reject them if they fail to
conform to the requirements of this Purchase Order, and to revoke its
acceptance of them where
appropriate. With regard to goods that are rejected or for which
acceptance has been revoked, Buyer, at its option and at the expense
and risk of Seller, may return such goods to Seller or store them until
Seller provides instructions for disposal.
Payment for goods without reasonable opportunity to inspect the same
shall not constitute acceptance.

7. SHIPMENT: Seller's performance shall be in strict conformance with

the delivery and other time provisions specified in this Purchase
Order. Time is of the essence. If Seller fails to perform according to
the terms of this order within the
required time, Buyer may cancel this Purchase Order and purchase the
goods and/or services elsewhere, and hold Seller liable for any costs
or damages incurred. Seller shall forward notice of shipment of goods

16 Travel Street; Foster City, CA 90123. Telephone: 1-800-fly-fast. Board of Directors: Thomas Schmidt · Sharon Bishop · Chantal Willemin ·
Sigeruh Takahashi -- Incorporated in Delaware.
XYZ Purchase Order No./date Page
PO Box 5 45 86 4500000078 / 30.07.2017 5
32156 Berlin

to Buyer within twenty-four

hours, and such notice is an express condition to Buyer's duties under
this Purchase Order. The original Bill of Lading must accompany the
invoice and be mailed in accordance with the instructions on the face
of this Purchase Order. Complete
packing lists must accompany each shipment. Separate invoices are
required for each Purchase Order and for each shipment when partial
deliveries are made.

8. TAXES: Any applicable federal, state or local taxes related to the

manufacture of goods sold herein are included in the Purchase Order
price and shall be paid by Seller.

9. FORCE MAJEURE: No liability shall result from delay in performance,

or non-performance, caused by circumstances beyond the reasonable
control and without the fault or negligence of the party affected,
including, but not limited to, Acts of
God, fire, flood, war, Government action, accident, labor trouble or
shortage, inability to obtain material, equipment or transportation.
The curing of any delay in performance or non-performance as a result
of the causes described in the foregoing sentence shall be prosecuted
with due diligence by the affected party and shall include reasonable
updates as to the status of such condition and its expected impact on
the ability to perform under this Purchase Order. At Buyer's option,
quantities so affected by the causes described in the first sentence of
this paragraph may be eliminated from this Purchase Order without
liability, but this Purchase Order shall remain otherwise unaffected.

10. CONFIDENTIALITY: All drawings, plans, specifications or other

documents, data or information furnished by Buyer to Seller, orally or
in writing, shall be treated as confidential by Seller. Seller shall
not make any commercial use thereof
except in performance of this Purchase Order. Seller shall not disclose
same to anyone before or after performance of this Purchase Order
without having obtained the written consent of Buyer. All such
drawings, plans, specifications or other
documents, data or information shall be returned to Buyer upon request.

11. GOVERNMENTAL LAWS: Seller shall comply with the Fair Labor
Standards Act. Seller shall not discriminate against any employee or
applicant for employment because of age, race, color, creed, national
origin or sex. Seller shall comply
with all applicable federal, state and local fair employment practices
laws, including all provisions of Executive Order 11246 of September
24, 1965, the Rehabilitation Act of 1973, and the Vietnam Era Veterans
Readjustment Assistance Act of
1974, and any amendments thereto, to the extent applicable, the

16 Travel Street; Foster City, CA 90123. Telephone: 1-800-fly-fast. Board of Directors: Thomas Schmidt · Sharon Bishop · Chantal Willemin ·
Sigeruh Takahashi -- Incorporated in Delaware.
XYZ Purchase Order No./date Page
PO Box 5 45 86 4500000078 / 30.07.2017 6
32156 Berlin

employee notice requirements set forth in 29 CFR Part 471, Appendix A

to Subpart A, which are hereby incorporated by reference.
To the extent applicable, Buyer and Seller shall abide by the
requirements of 41 CFR Sections 60-1.4(a), 60-300.5(a) and 60-741.5(a).
These regulations prohibit discrimination against qualified individuals
based on their status as
protected veterans or individuals with disabilities, and prohibit
discrimination against all individuals based on their race, color,
religion, sex, sexual orientation, gender identity, or national origin.
Moreover, these regulations require that covered prime contractors and
subcontractors take affirmative action to employ and advance in
employment individuals without regard to race, color, religion, sex,
sexual orientation, gender identity, national origin, protected veteran
status or disability.

12. ASSIGNMENT: This Purchase Order shall not be assigned by Seller

without Buyer's prior written consent. Seller shall not subcontract all
or any part of its performance of this Purchase Order to any other
party without Buyer's prior written consent. No assignment or
subcontracting by Seller, with or without Buyer's consent, shall
relieve Seller of any obligations under this Purchase Order.

13. APPLICABLE LAW: The validity, interpretation, and performance of

this order shall be governed by the law of the State in which this
order is issued by Buyer.

14. CHANGES: Buyer may direct Seller to make changes in the goods
and/or services ordered including, without limitation, reasonable
changes to quantities or delivery dates, or changes in the requirements
of the drawings, specifications or instructions. Seller shall promptly
review such changes and within five (5) days inform Buyer of any change
in Seller's cost of performance or delay in delivery. Upon mutual
agreement as to any price or delivery change, Buyer shall issue a
written change order. In the event Seller shall fail to comply with
this procedure, Seller shall be deemed to have waived all claims for
increased cost or extension of time of performance.

15. SUSPENSION OR TERMINATION: Buyer, for its convenience, shall have

the right to suspend or terminate Seller's work hereunder, or any part
thereof, including delivery, upon notice to Seller. Seller shall
promptly comply with Buyer's instructions to minimize the cost to
Buyer. In the event of suspension for convenience, Seller shall be
entitled to recover only its uncompensated actual direct costs
resulting from any suspension. In the event of termination for
convenience, Seller shall be entitled to recover only its uncompensated
actual direct costs incurred prior to the date of Buyer's termination,
plus those actual direct costs arising from Buyer's termination,

16 Travel Street; Foster City, CA 90123. Telephone: 1-800-fly-fast. Board of Directors: Thomas Schmidt · Sharon Bishop · Chantal Willemin ·
Sigeruh Takahashi -- Incorporated in Delaware.
XYZ Purchase Order No./date Page
PO Box 5 45 86 4500000078 / 30.07.2017 7
32156 Berlin

provided that in no event shall the total price paid by the Buyer
exceed the price(s) specified in this Purchase Order. Any cost claimed
by Seller under this Article shall be subject to the audit and approval
of Buyer. Upon termination, the goods shall become the property of
Buyer in their then state of completion.

16. WAIVER: Buyer's waiver of any breach by Seller of any of the

provisions of this Purchase Order shall not constitute a waiver of any
other breach of the same or any other provision. Buyer's rights and
remedies under any provision of this
Purchase Order shall be in addition to, and not in substitution or
limitation of, any other rights or remedies available to Buyer under
applicable law.

17. HEADINGS AND SEVERABILITY: Any headings preceding the several

articles hereof are inserted solely for convenience of reference, shall
not constitute a part of the Purchase Order and shall not otherwise
affect the meanings, content,
effect or construction of this Purchase Order. In the event that any
provision contained herein is held to be invalid or unlawful, such
provision shall be severable from the remaining provisions of this
Purchase Order, which shall remain in full force and effect.

18. PUBLICITY: Seller shall not, and shall require that its
subcontractors and suppliers of any tier shall not, cause or permit to
be released any publicity, advertisement, news release, public
announcement, or denial or confirmation of same, in whatever form,
regarding any aspect of this Purchase Order or the goods and/or
services to which they pertain without Buyer's prior written approval.

19. RESPONSIBILITY FOR PROPERTY: Unless otherwise specified, upon

delivery to Seller, or manufacture or acquisition by Seller, of any
materials, parts, tooling, data or other property, title to which is
held by Buyer, Seller assumes the risk of and shall be responsible for
any loss thereof or damage thereto. In accordance with the provisions
of this Purchase Order, but in any event upon completion thereof,
Seller shall return such property to Buyer in the condition in which it
was
received, except for reasonable wear and tear, and except for such
property as has been reasonably consumed in the performance of this
Purchase Order.

For other Terms and Condition, please visit our website: www.newco.term
s and conditions.com

16 Travel Street; Foster City, CA 90123. Telephone: 1-800-fly-fast. Board of Directors: Thomas Schmidt · Sharon Bishop · Chantal Willemin ·
Sigeruh Takahashi -- Incorporated in Delaware.