Morgan Stanley General Terms & Conditions

To the extent there is no existing agreement between the parties (which has been executed by Morgan Stanley Services Group Inc. or any of its affiliates (“Morgan Stanley”)) addressing the relevant subject matter of a Purchase Order, these Morgan Stanley General Terms and Conditions shall apply to any such Purchase Order.

Morgan Stanley General Terms & Conditions

1. Issuance of Purchase Orders/General. Vendor on behalf of itself and its affiliates hereby and through its delivery of goods or services acknowledges and agrees that these General Terms & Conditions govern all aspects concerning, arising out of or relating to the procurement by Morgan Stanley Services Group Inc. and/or any of its affiliates and any of their contractors or agents authorized to act on their behalf (hereinafter, "Morgan Stanley") of any or all goods and services ordered or purchased from you or your company or its affiliates (collectively, "Vendor" or "you") through any means or manner including but not limited to Morgan Stanley's Ariba procurement system, unless otherwise expressly agreed in a Modification (as defined below). Before delivery Morgan Stanley may reduce or cancel, in whole or in part, any order upon reasonable notification, without penalty. Risk of loss for all orders shall be F.O.B. Morgan Stanley. Vendor will transact with Morgan Stanley via the issuance of an electronic purchase order (each a "Purchase Order"). Morgan Stanley may cancel at any time for any reason or no reason any order not effected through the issuance of a Purchase Order through Morgan Stanley’s Ariba procurement system or signed in ink by an authorized Morgan Stanley representative.

2. Acceptance. All goods and services received by Morgan Stanley will be subject to inspection and rejection in whole or in part, and rejected items will be returned at Vendor's risk of loss and full expense, including, without limitation, transportation charges. All goods and services shall be properly packaged and strictly conform to the descriptions, quantity, price, and specifications (if applicable) set forth herein and/or in each Purchase Order(s). Morgan Stanley shall have at least a ninety (90) day period to inspect and reject the goods and services, in whole or in part, and failure to reject shall not be deemed an acceptance.

3. Warranties. Vendor represents, warrants and covenants that the goods and services sold or provided pursuant to these General Terms and Conditions and each Purchase Order(s) issued hereunder are (i) well made, commercially viable, constructed from good materials and capable of performing the purpose for which they were purchased as well as any other good of the same kind, size, and rated capacity used under like conditions of equal or better quality, (ii) will be performed in a professional workmanlike manner, and (iii) shall comply with any positive statement appearing on any catalogue, container, or label associated with the goods and services, and any warranty implied in law. If the Vendor is not the manufacturer or provider of the goods and services, then Vendor shall ensure that all representations, warranties, covenants and indemnifications provided by the manufacturer or provider pass through to Morgan Stanley which will benefit therefrom as if it were the direct purchaser. Notwithstanding the foregoing, negative statements, including, without limitation, Vendor's disclaimers, any limitation of liability and any reduction of the statute of limitations contained in any document or otherwise, shall be deemed void and of no force or effect. All goods provided hereunder will be new unless otherwise expressly indicated and agreed in the applicable Purchase Order.

4. Invoices. Morgan Stanley's Purchase Order number and/or project reference number, requisitioner's name, quantity, date, and description, shall appear on all invoices, packages, and shipping papers. All shipments must be accompanied by a packing slip. Invoices must be sent together with an original copy of the bill of lading addressed to the address indicated on the Purchase Order within seventy-two (72) hours after shipment has been made, and such invoice should indicate if Morgan Stanley has not yet received the invoiced good and services. Morgan Stanley may designate an affiliate that shall be the buyer of any goods and/or services, indicating the affiliate's address. Invoices shall be addressed and delivered to the affiliate purchasing the goods and/or services and shall be payable in U.S. dollars unless Morgan Stanley specifies otherwise in writing. Sales tax should not be charged upon receipt of resale certificate or other basis for exemptions by the affiliate to whom the invoice is issued. Morgan Stanley Services Group Inc. shall guarantee the payment by the affiliate of all invoices issued by Vendor for the goods and/or services. Where applicable, Vendor will ensure that the invoice is a valid VAT invoice applicable in the jurisdiction where the relevant goods and/or services are received.

Notwithstanding anything to the contrary contained on an invoice, each valid and undisputed invoice for any goods and services shall be due and payable within sixty (60) days after Morgan Stanley's receipt of such invoice.

5. Reporting. Vendor will provide upon request purchase records describing Morgan Stanley's procurement of goods and services from or through Vendor and showing its compliance with these terms.

6. Indemnification. Vendor agrees to indemnify, defend and hold Morgan Stanley, its affiliates, partners, employees, and agents harmless from any and all third party claims and expenses arising out of the performance, non-performance, breach or alleged breach of these General Terms and Conditions or any Purchase Order issued hereunder, including, without limitation, any act of the shipper, its agents, or representatives; any defects in the goods and services provided to Morgan Stanley; any misappropriation or infringement of any copyright, patent, trademark, trade secret or other proprietary right of Morgan Stanley or any third party; or any willful misconduct or negligence by Vendor or its agents. Morgan Stanley may participate in the defense of any such claim and Vendor will not settle any such claim on behalf of Morgan Stanley without Morgan Stanley’s prior written consent.

7. LIMITED LIABILITY. MORGAN STANLEY'S ENTIRE LIABILITY AND OBLIGATION ARISING OUT OF OR RELATING TO THE PERFORMANCE, NON-PERFORMANCE, BREACH OR ALLEGED BREACH OF THESE GENERAL TERMS AND CONDITIONS OR ANY PURCHASE ORDER ISSUED HEREUNDER, WHETHER IN CONTRACT, OR TORT, OR OTHERWISE SHALL BE LIMITED IN EACH INSTANCE TO ACTUAL MONEY DAMAGES PROVEN (SUBJECT TO THE LIMITATION SET FORTH IN THE FOLLOWING SENTENCES) AND SHALL EXCLUDE INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, WHETHER MORGAN STANLEY HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. SUCH DAMAGES SHALL IN NO EVENT INCLUDE LOST PROFITS. ALL DAMAGES SHALL BE LIMITED IN EACH INSTANCE AND IN THE AGGREGATE TO THE PRICE OF THE GOODS AND SERVICES SPECIFIED ON THE PURCHASE ORDER WHICH (i) GAVE RISE TO SUCH CLAIM AND (ii) WAS BOTH DELIVERED TO AND ACCEPTED BY MORGAN STANLEY HEREUNDER. NOTWITHSTANDING ANY OTHER PROVISION OF THE PURCHASE ORDER OR THESE GENERAL TERMS AND CONDITIONS, VENDOR'S RECOURSE WITH RESPECT TO ANY MATTER (INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION OF MORGAN STANLEY HEREUNDER) SHALL BE LIMITED TO BRINGING A CLAIM AGAINST MORGAN STANLEY SERVICES GROUP INC., AND VENDOR SHALL HAVE NO RECOURSE AGAINST, AND SHALL BRING NO CLAIM AGAINST, ANY INDIVIDUAL PARTNER, EMPLOYEE, OR AGENT OF MORGAN STANLEY.

8. Assignment. Neither these General Terms and Conditions nor any Purchase Order issued hereunder, nor any interest therein may be assigned, delegated, or otherwise transferred by operation of law or otherwise (collectively "assignment") by Vendor without the prior written consent of Morgan Stanley. Any such assignment without said consent shall be null and void.

9. Compliance. Vendor represents, warrants and covenants that its actions and services performed pursuant to these General Terms and Conditions and any Purchase Order issued hereunder shall comply with any and all applicable, federal, state, and local laws.

10. Cancellation/Termination. Morgan Stanley may cancel or terminate, in whole or in part, any Purchase Order(s) issued hereunder, with or without cause and without incurring any penalty, up to the date of shipment upon written notification to the Vendor. Orders not shipped on the date specified by Morgan Stanley, or promised by Vendor, are subject to cancellation at Morgan Stanley's option.

11. Governing Law; Venue; Waiver of Jury Trial. These General Terms and Conditions and each Purchase Order issued hereunder shall be deemed to have been made in New York and the validity, performance and construction thereof shall be governed by the internal laws of the State of New York, without reference to any conflict of laws rules. The parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in the Borough of Manhattan, New York City for the purposes of adjudicating any matter arising from or in connection with these General Terms and Conditions. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO, DIRECTLY OR INDIRECTLY, THESE GENERAL TERMS AND CONDITIONS, ANY PURCHASE ORDER(S) ISSUED HEREUNDER OR ANY DEALINGS BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS. Notwithstanding the foregoing, for any transaction entered into exclusively by any Morgan Stanley affiliate located in the European Economic Area: (a) English Law will apply; and (b) the parties agree that the courts of England will have exclusive jurisdiction to settle any dispute, whether contractual or non-contractual (including, without limitation, claims for set-off and counterclaim), arising from or in connection with any such transaction.

12. Notices. All written notices to Morgan Stanley which are not required to be electronic hereunder shall be sent via overnight mail to the following contacts and will be effective upon receipt: Head of Global Sourcing, Morgan Stanley, 1585 Broadway, New York, NY 10036 with a copy sent to: Technology, Data Protection and Sourcing Legal Group, Morgan Stanley Legal and Compliance Division, 1585 Broadway, New York, NY 10036.

13. Binding Effect and Electronic Documents. These General Terms and Conditions constitute the complete and exclusive statement of the agreement between the parties, which supersedes all prior communications and agreements between the parties relating to the subject matter of the Purchase Order(s) and these General Terms and Conditions, except to the extent there are terms and conditions in an existing agreement between the parties (which has been executed by Morgan Stanley). Any (i) form or letter of acknowledgment issued by Vendor or (ii) other written agreement or electronic click-through terms between the parties or with third parties, which are inconsistent with any of these General Terms and Conditions or a Purchase Order issued by Morgan Stanley hereunder shall be void and of no force or effect to the extent they are inconsistent with these General Terms and Conditions, provided that these General Terms and Conditions will not supersede any rights or obligations under any such form, letter, other written agreement or electronic click-through terms which rights or obligations Morgan Stanley wishes to assert or are more beneficial to Morgan Stanley. No modification of these General Terms and Conditions shall be valid or binding on either party unless such modification: (a) expressly references these General Terms and Conditions and expressly states that such modification amends these General Terms and Conditions; and (b) is executed by an authorized representative of each party (a "Modification"). If your acknowledgment or electronic signature is required or requested on any web site or otherwise and any of your representatives "clicks" in the appropriate space, or takes such other action as may be an affirmative response, you will be deemed to have signed or acknowledged the document to the same extent and with the same effect as if you had signed the document manually. You acknowledge and understand that you have the right to withdraw your consent to the future electronic delivery and signature of documents at any time by providing prior written notice to Morgan Stanley, provided that if you so withdraw your consent, your continuing ability to provide goods and services to Morgan Stanley may be restricted or terminated.

14. Severability/Survival. Should any provision of these General Terms and Conditions or any Purchase Order issued hereunder or any remedy provided for herein be held invalid or unenforceable by any court or arbitration panel of competent jurisdiction, the remaining provisions and remedies shall remain in full force and effect. Any provision of these General Terms and Conditions or any Purchase Order which, by its nature, would survive termination or expiration of these General Terms and Conditions or such Purchase Order will survive any such termination or expiration of this Agreement, including, without limitation, Sections 2 ("Acceptance"), 3 ("Warranties"), 6 ("Indemnification"), 7 ("LIMITED LIABILITY"), and 15 ("Confidentiality/No Publicity").

15. Confidentiality/No Publicity. “Confidential Information” includes all non-public, proprietary and/or confidential information of Morgan Stanley or any of its clients and representatives, as well as any and all “Personally Identifiable Information”, “Non-public Personal Information”, “Personal Data”, “Personal Information” (and any other similar terms defined by applicable data protection or privacy laws) of Morgan Stanley’s former, existing and potential clients, customers and employees which Vendor receives, has access to, acquires, or otherwise processes pursuant to these General Terms and Conditions or any Purchase Order hereunder. Vendor will keep all Confidential Information confidential, and will return any or all such Confidential Information upon request. Vendor shall, and shall cause its employees, representatives and agents to use and disclose such Confidential Information only as necessary to carry out those specific tasks necessary to perform services or provide goods hereunder in accordance with these General Terms and Conditions and any and all applicable laws, rules and regulations (including, without limitation, any and all applicable data protection and privacy laws, rules and regulations), all as may be amended or supplemented from time to time. Without limiting the foregoing, (i) except as strictly necessary to perform its obligations, Vendor will not disclose the identity of Morgan Stanley or its affiliates or any of its or their directors, officers, managers, employees, consultants, customers or agents as a customer or prospective customer of Vendor or the existence, terms or nature of these General Terms and Conditions or any Purchase Order(s) issued hereunder and (ii) Vendor will not use in advertising, publicity or otherwise, the name of Morgan Stanley or any of its directors, officers, managers, employees, consultants or agents or any trade name, trademark, service mark, logo or symbol of Morgan Stanley.

16. Insurance. Vendor represents, warrants and covenants that it has appropriate levels of insurance, including in all cases general commercial liability insurance.