Steele Solutions Inc
Terms & Conditions of Purchase
1. General: This document, together with the provisions in the purchase order to which this is attached (the “Purchase Order”) constitutes an offer by Steele Solutions, Inc. (“Buyer”) to purchase the products or services described herein from the seller to which this is addressed (“Seller”). If this document is deemed an acceptance of a prior offer by Seller, such acceptance is limited to the express terms contained in this Purchase Order. Seller’s acceptance of this offer is limited to the terms, covenants and conditions contained in this offer. Buyer objects to and hereby rejects any additional, different or varying terms in Seller’s acknowledgement, invoice, quotation or similar form, unless an authorized officer of Buyer expressly agrees in a signed writing. Such proposal of additional, different or varying terms by Seller will not operate as a rejection of Buyer’s offer, and Buyer’s offer will be deemed accepted without such additional, different or varying terms. This Purchase Order may not be modified except by a subsequent writing signed by Buyer’s authorized representative. Seller will be deemed to have made an unqualified acceptance of this offer and the Purchase Order on the earliest of the following to occur (a) Buyer’s receipt of a copy of this Purchase Order signed by Seller; (b) Buyer’s receipt of an invoice for payment of any amounts due under this Purchase Order; (c) Seller’s delivery of the products or rendering of services purchased hereunder; (d) Seller’s failure to notify Buyer to the contrary within ten days of receipt of this Purchase Order; or (e) any other event constituting acceptance under applicable law. Buyer will not be responsible for any products delivered or services rendered other than pursuant to the terms of this Purchase Order or another purchase order.
2. Delivery: Time is of the essence. Seller will make the initial shipment or perform the services within the time specified on the face hereof and subsequent shipments will be made according to written requests for shipment (“Releases”). If Seller does not deliver within the timeframe specified, Buyer may cancel this Purchase Order, or any part hereof, or reject any late deliveries. Seller will notify Buyer immediately of any potential delays and Buyer may elect to require a partial or express shipment at Seller’s expense or cancel this Purchase Order. Neither party is responsible for delays in such party’s performance caused by an act of God, war, major disaster, terrorism, third-party criminal acts, insurrection, riot, flood, earthquake, fire, tornado or third-party strike, lockout or other labor disturbance. In such event, Buyer may cancel this Purchase Order, or any part hereof, and/or purchase substitute materials or services from a third party.
3. Shipping: Seller will make shipments in accordance with the instructions on the face hereof. Seller will provide at least 24 hours of notice of all shipments, unless Buyer requests an expedited shipment. Products shall be shipped F.O.B. destination, freight prepaid by Seller, unless otherwise expressly specified or agreed to in writing by Buyer. Seller is responsible for and bears the risk of loss until the products are delivered to Buyer’s designated facility. Seller will include a packing list with each shipment and all packages will be marked with the Purchase Order number. If a packing list is not included, Seller must demonstrate by clear and convincing evidence that all materials were shipped. Payment to Seller or any failure of Buyer to inspect or reject any products shall not be construed as an acceptance of any shipment.
4. Invoices: Unless otherwise agreed, Seller will issue separate invoices for each shipment or Release made against this Purchase Order with all freight charges itemized. Seller will mail invoices at time of shipment with any freight bills or bills of lading attached. Delays and errors in invoices may be considered cause for delaying payment without losing discounts.
5. Price: Products or services shall be supplied at the price set forth on the face hereof. Unless expressly provided in the Purchase Order, deliveries shall be made without charge for boxing, crating, carting, or storage and the contract price shall include all applicable federal, state, and local taxes, and all tooling and transportation charges. Seller represents and warrants that its price for any product or service does not exceed Seller’s price charged to any other customer purchasing the same or essentially similar product or service in similar quantities during the six months preceding and the six months immediately following this Purchase Order and Seller shall promptly provide a rebate to Buyer if Seller’s price charged to any other customer during such period is less than the price charged to Buyer. Seller shall grant to Buyer the benefit of all discounts and other favorable terms of payment offered by Seller to Seller’s other customers. At Buyer’s request, Seller’s chief financial officer will provide written certification that Seller’s price conforms to this warranty. Seller agrees that Buyer will not pay late payment charges.
6. Changes: Buyer may at any time, by written notice, make changes in the quantity, designs, drawing or specifications to which the products are to conform, or change the method of shipment or packaging or the place of delivery. If any change causes a cost increase or decrease or a delay in performance, Seller will notify Buyer in writing and Buyer will make an equitable price adjustment or terminate the Purchase Order. Seller shall provide Buyer at least 60 days prior written notice of any change to Seller’s specifications (including raw materials, manufacturing process, physical, chemical, performance or other specifications) for products purchased pursuant to this Purchase Order, and Seller shall not make such change without Buyer’s prior written approval.
7. Confidentiality: Seller shall consider all commercial, financial, business, or technical information supplied by Buyer (collectively, “Confidential Information”) to be confidential, including drawings, designs, specifications, data, manufacturing processes, forecasts, orders, payment terms and pricing. Seller may not divulge any Confidential Information to any third party without the prior written consent of one of the Buyer’s officers or directors. Seller’s obligation to protect Confidential Information shall survive this Purchase Order. Seller’s confidentiality obligation will not apply to information that is otherwise public knowledge, or to information that Seller is compelled to disclose by judicial or governmental order if Seller gives Buyer prior notice of such order.
8. Warranties: Seller warrants that all services performed and products supplied are merchantable, free from defects in design, material and workmanship, fit for the intended purpose and conform to all specifications (including raw materials, manufacturing process, physical, chemical, performance or other specifications), drawings, samples, descriptions, sales or promotional information, and applicable laws. Seller warrants that all products supplied or services performed will be free of liens, security interests and encumbrances, including tax and mechanics liens. These warranties also run to Buyer’s customers, successors, and assigns. Seller will not substitute materials or deviate from the specifications without Buyer’s prior written consent.
9. Quality Assurance: Seller will grant Buyer access to Seller’s plans and permit Buyer to inspect items ordered hereunder at any stage of manufacture, delivery or completion. Buyer may issue a corrective action request form for defective or non-conforming products to notify Seller of potential manufacturing or performance deficiencies. Seller will investigate and correct the process or material which caused the defect immediately and provide Buyer with a written response as specified on the corrective action request form. Buyer’s right to inspect or issue corrective action request form are optional procedures in addition to Seller’s quality assurance mechanisms and shall have no effect on Seller’s other obligations or impair Buyer’s remedies hereunder.
10. Remedies: In the event of breach of this agreement, Buyer may, in its sole discretion, exercise any one or more of the following remedies all at the Seller’s expense: terminate this Purchase Order; reject or return any part of any shipment with full credit; require Seller to replace non-conforming items; obtain replacement or substitute items; effect repair of any and all defects; or recover damages. Seller understands that Buyer is relying on Seller for complete performance and any default will result in several damages, including increased purchasing, manufacturing and resale costs; excess costs of acquiring products elsewhere; inspection, storage, handling and transportation costs; reduction in profits and loss of good will; damages for injury to person or property; and all other incidental and consequential damages. Buyer’s remedies hereunder are cumulative and are in addition to any other rights and remedies provided by law. Buyer’s payment of any invoice does not constitute acceptance. Buyer’s right to reject or return products purchased hereunder extends to any products returned by Buyer’s customers. Buyer may deduct all costs for damages from any unpaid invoices.
11. Indemnification: Seller will defend, indemnify and hold Buyer and Buyer’s shareholders, directors, officers and employees harmless from all claims, liability, loss, damage and expense, including reasonable attorney’s fees and costs, sustained from the purchase, use or sale of any products or services, from the breach of the guarantees or warranties hereunder, or from breach of this agreement, except to the extend the damage is caused by Buyer’s gross negligence. Seller will defend, indemnify, and hold Buyer and Buyer’s shareholders, directors, officers and employees harmless against all liability and expenses, including reasonable attorney’s fees and costs, arising from the actual or claimed infringement of patent, trademark, copyright or other rights, misappropriation of trade secrets or breach of confidential relationship with respect to the products or services covered by this Purchase Order.
12. Insurance: Seller will maintain such insurance as will protect the Buyer against all claims under workman’s compensation acts, comprehensive general liability, comprehensive automobile liability, bodily injury, property damages which may arise from Seller’s operations under this Purchase Order. Seller will provide insurance certificates prior to entry upon Buyer’s premises or otherwise upon request.
13. Taxes: Seller is responsible for collection and remitting all applicable sales and use taxes or supplying exemption certificates. Buyer is not liable for any federal, state, or local taxes unless separately stated and billed and unless specifically agreed in writing.
14. Applicable law: This Purchase Order is governed under the laws of the State of Wisconsin. All provisions of the Uniform Commercial Code, as adopted in Wisconsin, are applicable to this transaction unless provided otherwise by a specific provision of this Purchase Order.
15. Compliance: Seller warrants that the products or services covered by this Purchase Order have been or will be manufactured and sold in compliance with the requirements of the Robinson Patman Act, Fair Labor Standards Act, Executive Orders 11246 and 11375, Occupational Safety and Health Act, the Fair Labor Standards Act of 1938, Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the Vietnam Veterans readjustment Act of 1974, and the Uniformed Services Employment and Reemployment Rights Act of 1994, each as amended from time to time, and the regulations pursuant to each, and all other applicable laws and regulations. Seller will not discriminate against any employee or applicant on the basis of race, national origin, religion, age, sex, or disability. Seller will provide or obtain MSDS sheets, manifests, warning labels, cautionary statements, instructions, notices, permits, license or other documentation required by applicable law and regulations.
16. Assignment: Seller may not assign this Purchase Order without Buyer’s prior written consent.
17. Termination: Buyer may immediately terminate all or part of this Purchase Order for cause if Seller fails to deliver products within the time specified, becomes insolvent, breaches any provision of this Purchase Order or violates any law. Buyer may terminate this agreement without cause immediately upon written notice. If Buyer terminates without cause, Buyer will pay Seller for conforming products or services accepted by the Buyer as of the date of termination.
18. Notice: Any notices required or permitted to be sent pursuant to this Purchase Order shall be in writing and sent by certified mail, personal delivery, or electronic mail or facsimile (provided appropriate electronic evidence of delivery is received) to the individual and address designated on the face of this Purchase Order.
19. Miscellaneous: This Purchase Order is limited to the terms and conditions contained on the face of this Purchase Order and the front and back of this form. Waiver or invalidity of any provision shall not affect the enforceability of the remainder of this Purchase Order.