We believe in transparency and accountability. That's why we are proud to offer our disclosure statements on a landing page that is easily accessible to everyone.

We understand the importance of making these types of documents available to our stakeholders, whether they are investors, customers, or employees.

Our disclosure statements cover a range of topics, including financial information, governance and leadership, and environmental, social, and governance (ESG) issues. We are committed to following best practices and ensuring that our stakeholders have the information they need to make informed decisions.

Cenveo Worldwide Limited, together with its subsidiaries (collectively "Cenveo"), is committed to providing the highest quality of service while at the same time utilizing responsible procurement practices. Cenveo is working with its suppliers to boost supply chain transparency and to ensure that it operates, among other things, pursuant to the requirements of the applicable sections of the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010 (the "Dodd-Frank Act"). As well, Cenveo continues to update its internal systems and processes to reflect the requirements of the Dodd-Frank Act and refined assessment protocols. This enables Cenveo to determine with a high degree of confidence whether Conflict Minerals are present in any of its products because they are necessary for the production or the functionality of any of Cenveo's products, and whether any Conflict Minerals that are in Cenveo's products are sourced from the Democratic Republic of Congo ("DRC") or an adjoining country (together with the DRC the "Covered Countries"). Cenveo intends that its internal systems and processes will allow Cenveo to determine with a high degree of confidence that its suppliers are providing Cenveo with conflict free minerals at all times. 

Cenveo operates with high ethical standards, and its management expects all of Cenveo’s suppliers to conduct their businesses with the same high standards. Cenveo's purchasing department will actively seek business relationships with suppliers who share Cenveo’s values and promote the application of these high standards among those with whom it does business. 

BACKGROUND:
 By enacting Section 1502 of the Dodd-Frank Act, the U.S. Congress endeavored to end human rights abuses in the Covered Countries. See the Final Rule (with comments) at the following website: www.sec.gov/rules/final/2012/34-67716.pdf, pages 7-9.

The Dodd-Frank Act includes requirements that certain companies report to the U.S. Securities and Exchange Commission ("SEC") on the use and origin of "Conflict Minerals" or their derivatives, and on the due diligence used in making that determination. See Final Rule at pages 10-11. 

There are currently four Conflict Minerals. See Final Rule at pages 6-7. Conflict Minerals sourced from the Covered Countries are referred to as "DRC Conflict Minerals." 

On August 22, 2012, the SEC adopted the Final Rule on Conflict Minerals pursuant to the Dodd-Frank Act Section 1502. The Final Rule applies to companies that file reports with the SEC under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934. 

The first reports to the SEC were due May 31, 2014 (extended to June 2, 2014 because May 31 fell on a Saturday) for the calendar year ending December 31, 2013, and reports are due annually on May 31 every year thereafter. 

Cenveo is not a publicly traded company that must report to the SEC; however, Cenveo’s management understands the importance of the human rights issues targeted by the Dodd-Frank Act and remains committed to engaging in responsible sourcing practices, for Cenveo’s own purposes and to facilitate its customers' efforts to comply with the SEC disclosure requirements. 

WHAT IS REQUIRED OF CENVEO'S SUPPLIERS?
Cenveo will perform due diligence regarding the presence of Conflict Minerals that are necessary to the functionality or production of its products. More specifically, Cenveo will perform due diligence on the source and chain of custody of Conflict Minerals or their derivatives in all products manufactured at Cenveo facilities or for products that Cenveo contracts to have others manufacture for Cenveo. This investigation/analysis is largely fact specific and requires the collection of information from suppliers, including those who, like Cenveo, may not be subject to the Dodd-Frank Act. See the OECD Guidance for an in-depth review of appropriate due diligence at www.oecd.org/daf/inv/mne/mining.htm. 

Cenveo's suppliers have been notified of the need for them to provide accurate information to Cenveo as to the origin of any Conflict Mineral that is needed for the production or functionality of any of the suppliers' products sold to Cenveo. Cenveo has created an initial questionnaire, which is designed to help it understand the use, if any, of Conflict Minerals in the products that Cenveo purchases from its suppliers. Moreover, Cenveo has made its suppliers aware of the ongoing need to: 

(a) perform due diligence on the source and chain of custody of Conflict Minerals or their derivatives in all products purchased from each such supplier; and (b) provide certain written representations and certifications to Cenveo with respect to the use of Conflict Minerals. 

It is Cenveo's expectation that if a supplier determines, after appropriate due diligence has been conducted, that none of the products supplied to Cenveo contain Conflict Minerals, or that no Conflict Mineral, if present, is necessary for the production or functionality of the product, the supplier should certify this information in writing, and describe, with some degree of specificity, the due diligence that the supplier has conducted that allows it to reach that conclusion. 

When one or more Conflict Minerals is necessary to the functionality or production of a product manufactured by a supplier and supplied to Cenveo, Cenveo has and will continue to request additional information from suppliers about the origin of Conflict Minerals in the products provided to Cenveo, e.g. chain of custody data and smelter data for the tin, tungsten, tantalum or gold in the products supplied to Cenveo. 

In addition, Cenveo has requested of a segment of its suppliers that they do not ship any materials or components containing DRC Conflict Minerals, to any Cenveo subsidiary or facility: 

(a) without first contacting the facility or corporate purchasing, disclosing that the products they propose to ship to Cenveo contain DRC Conflict Minerals; and (b) without obtaining express written authorization to ship any product containing one or more DRC Conflict Minerals to Cenveo. 

Rev Jan 2023

CENVEO TERMS AND CONDITIONS OF SALE
This transaction for the sale of goods and/or services (collectively, the “Product”) to buyer (“Customer”) is governed by Cenveo Worldwide Limited’s (“Cenveo”) Standard Terms and Conditions (“Terms”), notwithstanding any provisions submitted by Customer in Customer’s Purchase Order or other request (each an “Order”). Acceptance of Customer’s Order is expressly conditioned on Customer’s consent to these Terms. Further, Cenveo specifically rejects any different or additional terms and conditions in the Order, and neither Cenveo’s performance, or receipt and acceptance of payment, shall constitute an acceptance by Cenveo of any such different or additional terms and conditions. In the event there is a written agreement negotiated and signed by Customer and Cenveo that conflicts with the Terms set forth below, the terms of the written agreement shall control for such specific provisions in conflict.

1. PRODUCT; SPECIFICATIONS. Customer agrees to purchase such Product in accordance with these Terms. Cenveo shall submit an invoice upon shipment of the Product to Customer. Cenveo shall have the sole right to choose the suppliers from whom it purchases supplies and materials to be used in the performance of the Product provided for hereunder. Where applicable, exact duplication of colors of ink, paper and other materials is not guaranteed, but reasonable effort will be made to conform to the specifications provided by Customer. Unless otherwise specified, colors of ink used shall be Cenveo’s regular standard colors. Any change(s) Customer requests Cenveo to make that differ from or is in addition to the original specifications is an alteration. Charges for such alteration(s) shall be billed to Customer at Cenveo’s customary rates. Cenveo reserves the right to refuse to print, manufacture and/or otherwise produce any matter which, in its judgment, is unlawful, improper or in any way prejudicial to its interests.

2. TERMS OF PAYMENT; INVOICE DISPUTES; INSOLVENCY. Subject to credit approval, payment shall be net cash thirty (30) days from the invoice date. Past due invoices are subject to an interest charge of one and one-half percent (1 ½ %) per month (18% per annum), or the highest permissible rate under the applicable law, whichever is less. In addition, Customer shall reimburse Cenveo for collection expenses, costs and fees, including but not limited to reasonable attorneys' fees, to the extent permitted by law. Terms of payment shall be subject to change by Cenveo, up to and including the requirement of cash with the Order. Unless otherwise agreed in writing between Cenveo and Customer, payment is due in United States dollars. Cenveo’s acceptance of partial payment shall not constitute a waiver of Cenveo’s right to full payment. Notwithstanding the foregoing, if at any time and for any reason the financial responsibility of Customer shall become unsatisfactory to Cenveo, in Cenveo’s sole discretion, then Cenveo may require cash or satisfactory security on subsequent shipments or deliveries without impairing the obligation of Customer to take and pay for the quantity of Product ordered.

3. CANCELLATION. Cenveo may suspend or cancel any current or future Order for failure of Customer to comply with the provisions of these Terms or the Order, as applicable, or for failure to pay as agreed, provided such breach is not cured within thirty (30) days (or five (5) days for failure to pay as agreed), after written notice of such breach is provided to Customer. Notwithstanding the foregoing, Customer shall compensate Cenveo for any and all loss, including, without limitation, any invoiced amounts, finished goods, work-in-process, packaging, and the cost of any specially ordered materials and an amount for normal overhead and profit.

4. DELIVERY; TITLE. Unless otherwise specified in writing, the price quoted is F.O.B. shipping point. Title to the finished Product shall pass to Customer upon delivery of the finished Product to a common or contract carrier or to the U.S. Postal Service, F.O.B. Cenveo’s facility.

5. ACCEPTANCE AND WAIVER OF CLAIMS. Customer shall accept delivery of the Product if the delivery complies in all material respects with the specifications. All finished Product shall be deemed accepted by Customer within ten (10) days of delivery. All claims for alleged defects, damages, or shortages in the finished Product shall be deemed irrevocably waived unless Customer makes such claim in writing, along with samples demonstrating the complaint, within ten (10) days after delivery of the finished Product.

6. EXCLUSION AND LIMITATION OF WARRANTIES. CENVEO WARRANTS GOOD AND MARKETABLE TITLE TO THE PRODUCT, THAT THE FINISHED PRODUCT SHALL MEET THE SPECIFICATIONS CONTAINED IN THE ORDER AS ACCEPTED BY CENVEO AND SUBJECT TO INDUSTRY STANDARDS. THIS WARRANTY EXTENDS ONLY TO THE CUSTOMER, AND IN NO EVENT SHALL CENVEO BE LIABLE TO ANY PERSON DESIGNATED AS A THIRD-PARTY BENEFICIARY OF THIS WARRANTY OR ANY OTHER WARRANTY HELD TO SURVIVE CENVEO’S DISCLAIMER.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE ARE MADE OR GIVEN. IN PARTICULAR, CENVEO HEREBY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR ANY PURPOSE, PARTICULAR, SPECIFIC, OR OTHERWISE, AND WHETHER SUCH IMPLIED WARRANTY IS IMPLIED BY LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE.

7. LIMITATION OF LIABILITY. TO THE EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION APPLICABLE TO THIS TRANSACTION, IN NO EVENT SHALL CENVEO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS, LOSS ADVERTISING, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS TRANSACTION OR THE PRODUCT FURNISHED UNDER THESE TERMS, EVEN IF CENVEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CENVEO'S LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF THIS TRANSACTION, AND CUSTOMER'S REMEDY THEREFORE, SHALL BE LIMITED TO AN AMOUNT NOT GREATER THAN CENVEO’S PRICE TO CUSTOMER FOR THE AFFECTED PRODUCT OR REPLACEMENT OF ANY NONCONFORMING PRODUCT, WHICH IS THE SUBJECT OF CUSTOMER’S CLAIM, AT THE OPTION OF CENVEO.

8. FORCE MAJEURE. Cenveo shall have no liability for delays in the performance, or nonperformance, of this transaction or the Product(s) furnished under these Terms occasioned by circumstances or causes beyond the reasonable control of Cenveo, including, without limitation, acts of God, requests, intervention or governmental (foreign or domestic) acts, laws, rules, orders and regulations (including, without limitation, priorities or restrictions effected pursuant to the provisions of emergency legislation by any governmental authority), global health conditions (including, but not limited to, any epidemic, pandemic or disease outbreak (including, but not limited to, COVID-19)), fires, floods, earthquakes or other natural disaster, accidents, war, terrorist events, labor trouble or shortage, civil unrest, insurrection or riots, sabotage, embargo, acts of the public enemy, shortage or inability to obtain (on terms deemed economically and commercially practicable by Cenveo) any materials (including, but not limited to, fuel, power, energy), equipment, transportation or shipping space, plant shut down, equipment breakdown, delays or failure of carriers, contractors or suppliers to provide services or supply materials to Cenveo on terms Cenveo deems economically and commercially practicable, or any other events or circumstances of like or unlike nature beyond Cenveo’s reasonable control, provided that Cenveo has taken reasonable measures to promptly notify Customer, in writing, of the delay or inability.

In addition, Cenveo will thereby be excused from such performance during the continuation of such period of delay or inability. During any period when Cenveo is unable to supply the ordered quantity of Product, whether caused by the circumstances above or  otherwise, Cenveo may, in its sole discretion, allocate any available resources, materials, goods, products and/or services among its customers and for its use in such manner and on such basis as Cenveo deems fair and reasonable, without liability to Customer. The foregoing provision shall in no event relieve Customer of its obligation to timely pay in-full invoices otherwise due.

9. SPECIALLY ORDERED PAPER OR MATERIALS. If Cenveo purchases paper or other specialty materials, including without limitation packaging, for a specific Customer or job, and such paper or materials are not used within forty-five (45) days of the receipt of the paper or materials by Cenveo, Cenveo may invoice the Customer for such paper or materials.

10. LIEN ON CUSTOMER PROPERTY. As security for payment of any sums due or to become due under these Terms, or any other agreement between Cenveo and Customer, Customer hereby grants to Cenveo a security interest in, a lien upon and the right to retain possession of, sell or use in any way all materials, paper and any other property owned by Customer and in Cenveo's possession and all work-in-process and/or undelivered finished Product.

11. MATERIALS FURNISHED BY CUSTOMER. Any materials furnished by Customer shall be packed properly and received by Cenveo in proper condition and form to meet the manufacturing standards of Cenveo. Additional costs incurred by Cenveo due to delays in production, damage to equipment or the necessity to correct, repair, replace, substitute, or remake such materials because of Customer's failure to meet such standards shall be charged to Customer. Cenveo assumes no responsibility for the condition or quality of materials supplied by Customer or for the color fidelity of a completed product made from film furnished by Customer.

12. USE OF ORDERING WEBSITE. Notwithstanding anything in these Terms to the contrary, Customer’s use of Cenveo’s ordering website shall be subject to and governed by the Terms of Use, set forth on Cenveo’s ordering website and as may be modified by Cenveo from time to time in its sole discretion.

13. SCHEDULING, PRICES AND PRICE ADJUSTMENTS. If preferential scheduling is required to meet deliveries, Cenveo shall have the right to adjust the prices or charge reasonable fees to reflect such scheduling. Prices quoted by Cenveo do not include tax or freight, unless specifically indicated. All prices are subject to current labor, transportation (including fuel surcharge, if applicable) and material costs, including, but not limited to postage, energy, freight and/or handling, and raw materials, including without limitation ink and paper, prices, and are subject to increase in the event of corresponding increases in any and all such prices. Manufacturing prices may be adjusted, as applicable.

14. PROOFS; PRODUCTION SCHEDULE. Orders submitted by Customer through Cenveo’s ordering website are deemed as approved by Customer with no additional proof required and Cenveo shall not be liable for errors if the work furnished under these Terms is printed in accordance therewith. Customer shall furnish and/or return promptly all copies, specifications, artwork, dummies, sketches, proof copies, and other materials necessary for the timely performance of Product by Cenveo. Customer's delay in furnishing or returning the items necessary for production may result in an extension of the scheduled delivery date and/or additional charges for the cost of preferential scheduling at overtime rates. Cenveo shall not be liable for any schedule change or delay caused thereby.

15. INDEMNITY. Customer shall indemnify and hold Cenveo harmless from and against any and all loss, liability, damages and expenses, including attorney’s fees and litigation costs, incurred in any claims in contract, tort or otherwise, whether statutory or common law, including but not limited to (i) claims arising out of Customer’s negligence, willful misconduct or breach in connection with its performance hereunder and/or (ii) any claims for libel, copyright infringement, plagiarism, unauthorized additions, omissions, or modifications and any other claims that any rights have been infringed by the content of the copy furnished to Cenveo by Customer, provided that such claims are not based on any unauthorized deletions, modifications or additions to such copy by Cenveo. Cenveo shall promptly notify Customer of any and all such claims, and shall afford Customer a reasonable opportunity to defend the same for and on behalf of Cenveo. Customer shall pay the cost of such defense, whether it shall be conducted by Customer or by Cenveo, provided that notice of suit and opportunity to defend shall have been given as aforesaid. If Customer elects to defend such suit, Cenveo may participate in such defense at its own discretion.

16. STORAGE AND INSURANCE. To the extent of its insurance coverage, Cenveo bears the risk of loss during the manufacturing process. The Customer bears the risk of loss for any Customer-furnished supplies and materials while they are in Cenveo’s possession before and after the manufacturing process. Except as noted below, the Customer bears the risk of loss or damage for all finished Product upon transfer of title. Customer acknowledges that it is responsible for all insurance on its materials in Cenveo’s possession, including sprinkler leakage insurance. If the Customer does not accept delivery of finished Product for more than thirty (30) days, Cenveo may assess storage charges. All Customer-owned property that is stored with Cenveo is stored at Customer's risk, and Customer is responsible for obtaining insurance thereon, and Cenveo shall not be liable for any loss or damage to such property other than willful destruction or damage caused by Cenveo. Cenveo shall not be liable for any loss or damage to Customer-owned property from any cause whatsoever left with Cenveo more than 30 days after Cenveo directs Customer to remove it.

17. TAXES. Appropriate state and local sales, use and other similar taxes, and any customs duties, excise tax, value added tax, processing tax or any levy or imposition which Cenveo now or hereafter will be required to pay to any authoritative governmental body as a result of these Terms, either on its own behalf or on behalf of Customer, will be added to all applicable invoices and Customer shall be responsible for reimbursement to Cenveo of any such invoices. Customer will be responsible for any personal property taxes imposed on all materials owned by Customer, including both inventory and finished goods, and held at Cenveo's plants or warehouses. If upon audit Cenveo is assessed additional taxes in connection with these Terms, Cenveo reserves the right to invoice Customer retroactively for such additional assessment including taxes, interest and penalties. Customer may provide Cenveo with an exemption certificate, prepared as per applicable law, or any other evidence reasonably acceptable to Cenveo that any such taxes do not apply to Product provided to Customer by Cenveo. If any job or portion thereof believed to be exempt from taxes is determined subsequently to be taxable, Customer shall hold Cenveo harmless from the tax liability assessed and pay the tax due, including any interest and penalties.

18. CHOICE OF LAW/FORUM; ATTORNEYS’ FEES. This transaction will be governed by and interpreted under the laws of the State of Connecticut, without regard to any conflicts of laws principles thereof. Any dispute, other than for claims of non-payment, shall be settled by arbitration, with the then prevailing rules of the American Arbitration Association and conducted in Connecticut before a single arbitrator. Any proceeding not subject to arbitration and brought to enforce any of these Terms shall be brought in Connecticut, and each party consents to the exclusive jurisdiction thereof, and venue therein, whether in state or Federal court. In any action, whether in arbitration, at law or in equity, brought by Cenveo to enforce any of the payment provisions or rights hereunder, in which action Cenveo is the prevailing party, Customer shall pay Cenveo all costs, expenses and reasonable attorneys' fees incurred by Cenveo.

19. CONFIDENTIALITY. Each party hereto covenants and agrees that these Terms and the Order or other documents between the parties are confidential and will be kept in strictest confidence by the parties hereto and their respective employees, subcontractors, agents, sub-agents and distributors, and shall not be disclosed to any person except to fulfill the requirements of this transaction, or in conformity with an order of a court of competent jurisdiction or as may otherwise be provided by law. A party may also disclose the information to its attorneys, accountants and agents, and to bono fide prospective purchasers and/or lenders provided that any such purchaser or lender executes and delivers to the nondisclosing party a nondisclosure agreement reasonably satisfactory in form and substance to such nondisclosing party.

20. MISCELLANEOUS. These Terms do not establish a joint venture, partnership or any other business association or legal entity between the parties hereto. These Terms shall be binding upon and shall inure to the benefit of Cenveo and Customer and their successors and permitted assigns; provided that in the case of the Customer as assignor, any such assignment shall be subject to the prior written consent of Cenveo and Customer shall remain jointly, severally and primarily liable with the assignee for Customer’s obligations hereunder. Unless otherwise provided, any required notice shall be sent in writing, by Certified Mail, reputable overnight courier, hand delivery, or email with confirmation at the respective address shown in Cenveo’s confirmation or invoice. Notice shall be deemed effective when received. No waiver by either party of any default shall be deemed to be a waiver of any other default. No delay or omission of either party to exercise any right hereunder shall constitute a waiver of, or impair the exercise of, any right accruing to it thereafter. To the extent any of these Terms is prohibited by or invalidated under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions hereof.

21. TERMS SUBJECT TO CHANGE. These Terms set forth herein are subject to change by Cenveo at any time and without notice.
 

 EACH CENVEO WORLDWIDE LIMITED PURCHASE ORDER IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS 

 1. Each Purchase Order (“PO”) shall be deemed accepted by Seller if any products are shipped and/or service is commenced (such products and/or services, the “Product(s)”) or if the PO is acknowledged by Seller. Seller will not reject a PO unless it has provided at least thirty (30) days prior written notice to Buyer. Product deliveries shall be completed strictly in accordance with terms specified in the PO. Time is of the essence. If no date of delivery is specified, immediate shipment is required. If it appears that Seller may not meet the delivery schedule, Seller shall immediately notify Buyer of the reason for the delay. Seller shall use its best efforts to mitigate the delay by appropriate methods, including overtime and expedited shipment (at Seller’s sole expense). Failure by Seller to complete timely delivery shall, at the option of Buyer, relieve Buyer of any obligation to perform hereunder. In addition, Buyer shall be entitled to exercise such other legal rights or remedies as may be available to Buyer. 

2. All materials, equipment, drawings, samples or information furnished by Buyer shall remain the property of Buyer, be maintained by Seller in good condition, be used by Seller only for the purpose of complying with this PO, and shall be returned promptly at Buyer’s request. 

3. Seller warrants and represents that (i) all materials or Products delivered hereunder to be of a merchantable quality, fit for their intended purpose, free from defects in design, workmanship, and materials, and in strict conformity with any specifications, drawing, samples or other description furnished or specified by Buyer as part of the PO or contained in any of the Seller's catalogs, advertising or other materials, and (ii) all materials or Products delivered hereunder shall satisfy current governmental safety constraints for toxic and hazardous substances, as well as all environmental considerations applicable to the country of manufacture and sale. Seller further warrants that (i) it will at all times conduct itself in a legal and ethical manner, avoid conflicts of interests, and provide full, fair, accurate, timely and understandable disclosure, and (ii) it provides and maintains a safe and healthy workplace in accordance with applicable laws and regulations, and (iii) operates its business and facilities in accordance with applicable environmental standards, and (iv) it and the Products it provides hereunder shall comply with all applicable federal, state, provincial and local laws, statutes, rules, acts, regulations, orders and standards (in effect now or in the future and as updated or amended from time to time), including but not limited to Fair Labor Standards Act of 1938, The U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act and other laws and regulations relating to anti-bribery and anticorruption, The Consumer Product Safety Improvement Act of 2008, as amended, or as interpreted by the Consumer Product Safety Commission, The Lacey Act, California's Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65), The State of California Transparency in Supply Chains Act of 2010, and Toxics in Packaging (formerly CONEG), as adopted in certain of the United States, applicable to the provision of Products, as they relate to the manufacture, sale, packaging, labeling, handling and transportation of the Products, including those controlling the constituent make-up of the Products, and provision of the services hereunder. Further, Seller warrants that it will timely supply all information needed by Buyer to respond to Buyer's customers' requests for compliance certification as well as information needed for Buyer to achieve or remain in compliance with any applicable law, statutes, rules, acts, regulations, orders and standards (in effect now or in the future and as updated or amended from time to time), including but not limited to the Conflict Minerals Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010. These warranties are in addition to any warranties made or claimed by Seller in its advertising or promotional materials and shall survive any inspection of the Products by Buyer. 

4. Seller warrants that the prices charged herein are as low as any other price charged by Seller for the same quantity and/or quality of Products and include the same preferential terms (e.g. freight allowances, payment discounts). Changes to Seller’s prices must be communicated to Buyer at least sixty (60) days prior to the effective date of the change. All price changes must be accepted by Buyer in writing prior to shipment or invoice of Product at the new price. Payment and discount period will be computed from date invoice is received. Payment terms are Net 90 days from Buyer’s receipt of invoice unless otherwise expressly agreed to by the parties. 

5. Transportation charges to Buyer must be as agreed by the Cenveo Supply Chain Manager and supported by transportation bill showing weight and rate. Seller shall enclose packing slips in all cases, packages, etc. If a packing slip is not enclosed, Buyer’s count shall be accepted as final. 

6. Seller agrees to pay any taxes imposed by law upon or on account of the Products ordered hereunder, unless otherwise agreed. 

7. Unless the PO indicates otherwise, title to the Products herein described and risk of loss shall remain with Seller until such Products are delivered to Buyer’s unloading facilities at final destination. 

8. Seller shall defend, indemnify and hold harmless Buyer, its affiliates, officers, employees, agents, contractors, and representatives, from and against all claims, legal proceedings, damages, charges, liabilities, penalties, obligations, and demands (including reasonable attorneys’ fees and expenses) arising out of or in connection with any (a) claimed or actual infringement or similar violation, (b) breach of warranty, or (c) acts or omissions of Seller, its employees, agents, and/or subcontractors. Without limiting the foregoing, Seller and its subcontractors shall maintain statutory worker’s compensation coverage for its employees and contractors and liability insurance in reasonable limits covering its obligations hereunder. Such obligation shall survive acceptance of such Products or payment therefore by the Buyer. 

9. Buyer or Seller may suspend all performance under this PO due to any causes beyond their respective control. In the event of any such disability of Seller, Buyer may cancel this PO without liability to Seller. 

10. No waiver or modification of, or exception or addition to, any of the terms, conditions, or provisions contained in this PO shall be valid, including those which may be included in Seller’s acknowledgement or confirmation, and any other, additional or different terms and conditions are hereby objected to and rejected. Acceptance by Seller is expressly limited to the terms of this PO. 

11. All Products must be of the quality specified or, in the event no quality is specified, must be of the best quality and will be subject to the inspection and approval of Buyer. Substitution by Seller of Products other than those specified herein will not be permitted except by prior written authority of Buyer. Buyer shall have the right to inspect and verify any Product furnished hereunder. Inspection of Product by the Buyer after delivery shall constitute final acceptance, except as regards latent defects or those that are not discovered until the Product is used during the production process or delivered to the customer. If Buyer rejects any Products, Buyer may request replacement Products that comply with the terms of the PO or, at Buyer’s option, Seller shall reimburse Buyer for the price of the rejected Products and other costs related to the rejected Products, including, without limitation, production costs and freight expenses. As applicable, all required MSDS documentation must be supplied to the applicable Buyer facility with the initial delivery for all materials so classified by OSHA regulations. 

12. All details of this PO, including, without limitation, materials furnished, prices, specifications and discounts, between Buyer and Seller are considered confidential information, and shall be safeguarded as reasonably required and disclosed only on a need to know basis. 

13. Seller shall not delegate any obligations or assign any rights or claims hereunder without the prior written consent of Buyer. Any attempted delegation or assignment by Seller without such written consent shall be void. 

14. Buyer may terminate all or part of any PO issued for any reason upon thirty (30) days written notice to Seller. Disposition of liability for remaining inventory or work-in-process will be negotiated by the parties in good faith. 

15. This PO shall be governed by and construed in accordance with the substantive laws of the State of New York. When this PO is executed by Buyer (or its authorized representative), it shall constitute a complete and exclusive statement of the terms of the agreement between the parties with respect to the Products purchased by Buyer hereunder. Authorized signatures include the use of fax, email and electronically generated signatures. 

16. The parties hereby incorporate the requirements of 41 C.F.R. § 60-1.4(a) and 29 C.F.R. § 471, Appendix A to Subpart A, if applicable. 

This contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a), if applicable. These regulations prohibit discrimination against qualified protected veterans and qualified individuals with disabilities, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and qualified individuals with disabilities. 

17. The terms and conditions set forth herein are subject to change by Buyer at any time. 

Questions on Cenveo Worldwide Limited's Purchase Order Terms and Conditions please reach out to Cenveo.Communications@Cenveo.com, or at (203) 595-3660.

CODE OF BUSINESS CONDUCT AND ETHICS

Rules and Personal Conduct

Cenveo Enterprises, Inc. (“Cenveo”), including all of its subsidiaries, can provide the highest quality of service only where there is an atmosphere of cooperation, courtesy and responsiveness. Your actions and attitudes toward customers, vendors, investors, the public at large, and your fellow employees will determine the reputation of Cenveo. As a Cenveo employee, officer or director, you are expected to conduct yourself at work in a polite, cooperative and professional manner, and in accordance with the ethical guidelines provided in this Code of Business Conduct and Ethics (the “Code”).

This Code covers a wide range of business practices and procedures and serves as a guide to ethical decision-making. Cenveo is committed to uncompromising integrity in all that we do and how we relate to each other and to persons outside of the corporate family.

You are responsible for knowing the policies and rules of conduct listed in this Code. This Code does not cover every issue that may arise, but it sets out basic policies to guide all directors and employees of Cenveo in their business conduct and ethical decision-making. In particular, this Code covers policies designed to deter wrongdoing and to promote (1) honest and ethical conduct, (2) avoidance of conflicts of interests, (3) full, fair, accurate, timely, and understandable disclosure, and (4) compliance with applicable governmental laws, rules and regulations, including, but not limited to, environmental laws and regulations.  All directors and employees must conduct themselves in accordance with these policies and seek to avoid even the appearance of improper behavior. Cenveo’s agents and representatives, including consultants, should also be provided with a copy of this Code. If you have any questions about the application of a policy or rule, you should discuss them with your supervisor, your manager or anyone in Human Resources or the Corporate Legal Department. You can also use the “open door” policy as outlined in this Code if you have problems or concerns.

Each director and employee will be held accountable for his/her adherence to this Code. Those who violate the policies in this Code will be subject to disciplinary action, up to and including discharge from employment and, where appropriate, civil liability and criminal prosecution. If you are in a situation that you believe may violate or lead to a violation of this Code, you must report the situation as described below.