This purchase order is conditioned upon the acceptance by Seller of the terms and conditions on the face and reverse side hereof. All conflicting or additional terms and conditions in acceptance proposed by Seller are expressly rejected.
By shipping merchandise against this P.O., the shipper certifies that the goods are in compliance with applicable requirements and regulations of European Union 2002/95/EC (RoHS), Directive 2003/11/EC (pentabr- omodipheny ether octabromodiphenyl ether Regulation (EC) No 1907/2006 (REACH). If this material contains “Conflict Minerals” per DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT (Public Law 111-203) or materials listed in California OEHHA Proposition 65 the recipient must be informed immediately via e-mail to legal@idealindustries.com. NOTE: “DELIVERY DATE” indicates due at “SHIP TO” location.
IDEAL INDUSTRIES, INC., is an equal opportunity employer and federal contractor or subcontractor. As such, the parties agree that, as applicable, they will abide by the requirements of 41 CFR Section 60-300.5(a); 41 CFR Section 60- 741.5(a); 41 CFR Section 60-1.4(a) and (c); 41 CFR Section 60-1.7(a); 48 CFR Section 52.222-54(e); and 29 CFR Part 471, Appendix A to Subpart A with respect to affirmative action program and post- ing requirements. These regulations prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. 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, national origin, protected veteran status or disability.
Pay Transparency Policy Statement: The contractor will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c) consistent with the contractor’s legal duty to furnish information.
ADDITIONAL TERMS AND CONDITIONS
- This purchase order constitutes the sole and exclusive contract between IDEAL INDUSTRIES, INC. as Buyer, and Seller. Acceptance can be made by any commercially reasonable means, including Seller’s issuance of an acknowledgement form or furnishing of goods or services within three (3) business days.
- If price is omitted on order, except where order is given in acceptance of quoted prices, it is agreed that Seller’s price will be the lowest prevailing market price and in no event is this order to be filled at higher prices than last previously quoted or charged without Buyer’s written consent. No extra charges of any kind, including charges for boxing or cartage, will be allowed unless specifically agreed to by Buyer in writing. Cash discount period will date from the receipt of the material and not from the date of the invoice. Seller shall provide Buyer at least sixty (60) days advanced written notice of any price increase.
- Seller shall certify the country of origin for all goods supplied against this purchase order. Seller shall notify the Buyer in writing prior to changing the country of origin for goods from that of the same goods supplied against previous purchase orders. Buyer reserves the right to refuse deliver of goods when such change is proposed.
- Seller shall provide adequate packaging, packing, shipping and billing as requested by Buyer or as required by applicable laws, regulations, carrier tariffs and classifications, including all information sheets and all labels required under applicable state, federal and local law. All goods shall be delivered F.O.B. Buyer’s destination at Seller’s expense, transportation charge prepaid, unless otherwise agreed in writing. Deliveries are to be made only as specified by Buyer. Buyer may from time to time change delivery schedules or direct temporary suspension of scheduled shipment.
- Any material furnished by Buyer shall remain Buyer’s property but held at Seller’s risk. All such materials not used in the manufacture of the goods covered by this order shall, as directed, be returned to Buyer and all such materials not accounted for or returned shall be paid for by Seller.
- All specifications, drawings, technical information or data furnished to Seller, are the sole property of buyer, shall be used only in filling orders from Buyer, and shall upon Buyer’s request or completion of this order, be returned to Buyer. All such specifications, drawings, technical information or data shall be kept confidential by Seller.
- No change in specifications whether or not affecting performance of goods on this order will be permitted without Buyer’s written approval. Buyer reserves the right at any time to make changes in drawings, designs and specifications as to any goods and/or work covered by this order. The stated price of any item affected by such change, which is thereafter made or shipped, may be increased or reduced in an amount which reasonably reflects any increase or reduction in the cost of the production of such item resulting from such change, and Buyer may amend the shipping schedules accordingly. Any claim by the Seller to an increase in the price of any item as a result of said changes shall be waived, unless made within thirty (30) days from the date of receipt of the duly authorized purchase order amendment.
- This order or any part thereof, or any rights or claims arising therefrom, shall not be assigned, nor shall performance hereunder be delegated or sublet without the prior written consent of the Buyer.
- Seller agrees to defend, hold harmless and indemnify Buyer and Buyer’s agents and customers from and against any and all claims, actions, liabilities, losses, costs and expenses (a) arising out of any actual or alleged infringement of any patent, trademark or copyright by any goods sold to Buyer hereunder, or any unfair competition involving such goods, or (b) arising out of any actual or alleged death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever suffered, resulting or claimed to result in whole or in part from any actual or alleged defect in such goods, whether latent or patent, including actual or alleged improper construction or design of such goods or the failure of such goods to comply with specifications or with any express or implied warranties of Seller, or if this order covers the performance of labor for Buyer, for injuries or damages to any person or property growing out of the performances of this order, whether or not occurring on Buyer’s premises and whether or not Buyer is negligent or (c) arising out of any actual or alleged violation by such goods, or its manufacture, possession, use or sale, of any law, statute or ordinance or any governmental administrative order, rule or regulation, or (d) arising out of Seller’s assembly or installation of the goods sold to Buyer.
- Seller agrees to furnish upon Buyer’s request insurance carrier’s certificate showing that Seller has adequate workman’s compensation, public liability, and property damage insurance coverage.
- Seller agrees not to release any advertising copy mentioning Buyer or quoting the opinion of any of Buyer’s employees unless such copy is approved by Buyer before release.
- Seller certifies to the Buyer that the goods covered will be produced and sold in compliance with all applicable state, federal and local laws, rules and regulations, and executive orders. Seller agrees to provide buyer with any guarantee of compliance with any statute, rule or regulation provided for or permissible therein and in such form as Buyer may designate, covering goods sold to Buyer. If the face of this order bears a Federal Government Number, then in addition to the other terms and conditions of this order, the Seller agrees to comply with any and all applicable Federal laws or regulations, the terms of which are incorporated herein by reference.
- Seller expressly warrants that all goods delivered pursuant to this order will, at the time of delivery, be free from any defects in material or workmanship, will conform to the requirements of this order, including any applicable specifications, will be merchantable and will be fit and sufficient for the purpose intended or specified hereon. Acceptance of goods and services by Buyer is subject to Buyer’s inspection, but the warranties set forth herein shall survive any inspection delivery, acceptance or payment by Buyer.
- In the event of Seller’s failure to deliver as and when specified, or any goods are not in compliance with this order or are alleged to infringe any patent, trademark or copyright or violate any law, or in the event Seller fails to fulfill any of Seller’s other obligations under this order; Buyer reserves the right to cancel this order, or any part thereof, and Buyer may return part or all of any shipment made and may charge Seller with any loss or expense sustained as a result of any such failure or noncompliance, including, without limitation, recovery of incidental and consequential damages, without liability or waiver of any other lawful rights or remedies.
- Buyer shall be entitled at any time to set off any amount owing from Seller to Buyer or any of Buyer’s affiliated companies against any amount due or owing to the Seller with respect to this or any other order.
- Buyer reserves the right to cancel this order in whole or in part without cause, upon notice in writing to Seller. The Seller shall, thereupon, as directed, cease work and deliver to the Buyer all completed and partially completed articles or materials and work in process, and the Buyer shall pay the Seller the price provided in the order for all goods which have been completed prior to the termination and which are accepted by the Buyer, plus actual reasonable expenditures made by the Seller in connection with the incomplete portion of the order.
- Buyer reserves the right to place in Seller’s plant, at Buyer’s expense, inspectors who shall be permitted to inspect before shipment or during the process of manufacture, any goods on this order.
- The parties agree not to directly or indirectly, make, offer, promise, approve or authorize any payment or transfer of anything of value directly or indirectly to a governmental official or an employee of the other party, or to any other individual or entity including without limitation, employees of privately-owned or public companies, a political party or any political candidate with the purpose of improperly influencing decisions affecting either party’s business, or any of its affiliates, or any activities related to this Agreement. A party may terminate this PO effective immediately if it makes a good faith determination that the other party has breached this provision.
- The term “goods” as used herein includes all packaging and containers and literature pertaining to such goods. The term “specification” as used herein means all, or any part of, the detailed description of goods agreed upon by Seller and Buyer in writing. By agreeing to and using any such specification or any design, product modification or other manufacturing or product suggestion, whether originating with Buyer or elsewhere, Seller agrees that it adopts as its own, accepts full responsibility for, and relieves Buyer of all responsibility for such specification, design, modification or suggestion.
- Clerical errors are subject to correction. No waiver or any provision by Buyer shall be implied by failure to enforce any rights or remedy herein provided, and no express waiver shall affect any provision other than that to which the waiver is applicable and only for that occurrence. All rights and remedies of Buyer are cumulative, and the exercise of any right or remedy herein provided shall be without prejudice to the right to exercise any other right or remedy provided herein or by law. This order shall be governed by the substantive laws of the State of Illinois, excluding the Convention on Contracts for the International Sale of Goods. All products must be in full compliance with the European Union Regulation (EC) No. 1907/2006 (REACH requirements) which contains the list of Substances of Very High Concern (SVHC). The candidate list is currently available https://echa.europa.eu/candidate-list-table.
REVISION DATE: July 2, 2024