TESTEQUITY GROUP (TEG) PURCHASE

TERMS AND CONDITIONS

 

1. Order and Acceptance  

These Purchase Order Terms and Conditions (“PO Terms”) apply to all purchases made by any TestEquity Group company (“Buyer”) from suppliers or manufacturers (“Seller”). 

This Purchase Order (“PO”) constitutes Buyer’s offer to Seller and becomes a binding contract upon Seller’s acceptance, either by written acknowledgment or commencement of performance. POs must be acknowledged within (forty-eight) 48 hours. Acceptance confirms Seller’s agreement to all terms and conditions stated herein, including any terms appearing on the PO, as well as any applicable digital terms published on Buyer’s websites (e.g., www.testequity.com, www.hisco.com).

This offer is expressly limited to these PO Terms. Any additional, conflicting, or different terms proposed by Seller in any document (including acknowledgments, confirmations, or invoices) are hereby expressly rejected and shall not apply unless mutually agreed to in a separate writing signed by an authorized representative of both Buyer and Seller.

In the event of a conflict between these PO Terms and any other agreement, a separately executed supply agreement shall take precedence. These PO Terms supersede any conflicting provisions, including disclaimers, limitations of warranty or liability, or other terms contained in Seller’s documents, unless otherwise mutually agreed in writing.

These terms are binding upon and accrue to the benefit of the parties and their respective successors and assigns. Section headings are for convenience only and do not affect interpretation. If any provision is held invalid or unenforceable, it shall be ineffective only to the extent of such invalidity, and the remainder shall remain in full force and effect.

Buyer reserves the right to modify these PO Terms without notice unless otherwise agreed in writing.

 

2. Price and Payment Terms

Seller warrants that the prices for goods or services provided under this PO are no less favorable than those offered to any other customer for similar items in equal or lesser quantities. If Seller reduces its prices for such items during the term of this PO, Buyer shall automatically receive the benefit of such reductions. Prices shall not exceed those agreed upon in writing by Buyer. If no price is stated, the applicable price shall be the lower of (i) the last price quoted or paid by Buyer, or (ii) the prevailing market price at the time of order.

Unless otherwise agreed in writing, payment terms are as noted on the PO. Buyer may withhold payment  or implement payment reduction penalties for failure to address nonconforming goods or services. Applicable state and local taxes must be itemized separately. If any such tax is later determined to be unnecessary, Seller shall promptly seek a refund and remit the recovered amount to Buyer.

No additional charges for packing, crating, cartage, or similar services shall apply unless specifically authorized in writing by Buyer. Seller warrants that all goods are properly packaged, labeled, and prepared for safe shipment in accordance with relevant national regulations and cost-effective transportation. All packages shall include a packing list. In the absence of a packing list accompanying the shipment, the Buyer’s count shall be deemed final and binding.

 

3. Delivery and Title

Time is of the essence for all deliveries under this PO. Seller shall deliver goods or services according to the schedule specified by Buyer. Failure to meet the delivery schedule may be considered a material breach, allowing Buyer to cancel the PO, in whole or in part, without liability, and to procure substitute goods or services at Seller’s expense.

Unless otherwise agreed in writing, shipments shall be made DDP (Delivered Duty Free) or as instructed on the PO. Title and risk of loss shall transfer to Buyer upon delivery and formal acceptance at the specified delivery location. Buyer shall not be liable for loss or damage until goods are received in good order at the specified delivery location. Buyer shall not be deemed to have accepted goods until they are received, inspected, and approved at the designated delivery location. 

Seller shall follow Buyer’s shipping instructions and promptly notify Buyer of any anticipated delays, shipment details, and expected delivery dates. Each shipment must include a complete packing list with applicable product specific information, such as lot numbers, date of expiry and certification and any other required product documentation. Any deviation from Buyer’s shipping instructions or failure to provide timely notice shall be at Seller’s expense. 

Seller shall agree to provide Buyer with copies of packing lists and product documentation associated with any drop shipment of product provided to Buyer’s customer.

 

4. Inspection and Acceptance

Buyer reserves the right to inspect all goods and services upon delivery. Goods that do not meet the specifications, quality standards, or other PO requirements may be rejected. Acceptance does not waive Buyer’s rights regarding hidden defects, nonconformities, or warranty breaches.

Seller warrants that all goods are free from any rightful claim of infringement, including but not limited to patents, trademarks, copyrights, trade secrets, packaging, labeling, advertising, or marketing. Seller shall defend, indemnify, and hold harmless Buyer and its affiliates, employees, agents, directors, and customers from any claims, liabilities, losses, or expenses (including reasonable attorneys’ fees) arising from actual or alleged infringement.

 

5. Product Returns 

Return of Damaged or Defective Parts: Buyer will report damaged or defective Products to Seller upon Buyer’s receipt of notice that the Products are damaged or defective. The expectation is that the Seller will rectify the defect or damage within fifteen (15) business days from receipt of Buyer’s report. If Seller is unable to rectify the defect or damage within this fifteen (15) day period, Seller shall refund the amount paid by Buyer for the damaged or defective items. Seller may request the return of damaged or defective Products.  If Products are returned, Seller will pay all shipping costs and related expenses for return per return shipping instructions provided by Seller. Seller will provide a report on the root cause of the defect or damage and a corrective action plan to prevent future problems.  

 

6. Product Licensing

Seller grants Buyer a non-exclusive, irrevocable, worldwide, royalty-free license to use, reproduce, display, distribute, sublicense, and create derivative works from all manuals, product information, technical data, and cross-references related to the Products, in connection with Buyer’s business operations. This license applies to all forms and media now known or later developed, including, but not limited to, Buyer’s catalogs, websites, marketing materials, and internal systems.

The license shall commence upon issuance of each PO and remain in effect until the latest of the following: (a) expiration or termination of the applicable PO; (b) depletion of Buyer’s inventory of the Products; or (c) the last appearance of the Products or related data on any Buyer platform or publication.

This license may be exercised by Buyer and its affiliates, subsidiaries, and divisions without further approval from Seller.

 

7. Product Information and Data

At Buyer’s request, Seller shall supply Buyer with applicable information and data on the product in a timely manner.  Information related to the product can include: First Article Inspection Reports (FAIR), Production Part Approval Process (PPAP), Safety Data Sheets (SDS), International Material Data System (IMDS) and regulatory / compliance information as outlined in section 16 and 17 below.  Seller to provide updated information on product data as it becomes available. 

 

8. Changes and Modifications

Buyer reserves the right to modify this PO at any time by providing written notice to Seller. Modifications may include, but are not limited to, changes in material, quality, quantity, specifications, drawings, methods of shipment, or destination.

Seller must notify Buyer within forty-eight (48) business hours of receiving such notice if the proposed changes affect pricing, delivery schedule, or other terms. Failure to respond within this period will be deemed acceptance of the changes without modification to the original terms.

In the event of product discontinuance, Buyer may continue to display and offer such products using Seller’s trade names or marks until inventory is depleted and the business relationship is concluded in an orderly manner, as determined by Buyer.

No modification to this PO shall be binding unless made in writing and signed by an authorized representative of Buyer.

Seller must notify Buyer of any changes in the product or manufacturing process prior to commitment or fulfillment of order. Changes include, but are not limited to raw materials, suppliers, manufacturing location, manufacturing processes, and status of organizational certifications. Buyer reserves the right to request information specific on the change to provide to Buyer’s customers for impact of proposed change. Failure to provide information and acceptance can result in rejection or cancellation of orders. 

 

9. Termination

9.1 Termination for Cause  

Either party may terminate this Agreement with immediate effect upon written notice if:  (a) the other party breaches a material obligation of this Agreement and fails to fully remedy the breach within thirty (30) days of receiving written notice; or (b) the other party becomes insolvent, files for bankruptcy or, reorganization, or has a receiver or trustee appointed.  

Upon termination, Seller shall promptly deliver to Buyer all finished Products required under any applicable stocking Agreement between the parties.  Buyer reserves the right to offset any undisputed amounts owed to Seller, including nameplates, manuals, cartons, literature, dies, and other Private Label Materials.  If Buyer does not elect to purchase, or request the return of all Private Label Materials, Seller must certify in writing within sixty (60) days of termination that all such materials have been destroyed. Seller may not use, resell, or modify any Buyer Private Label Materials under any circumstances. 

9.2 Termination Without Cause   

Either party may terminate this Agreement without cause by providing ninety (90) days’ written notice to the other party.   

If Seller initiates termination without cause, Seller shall, at Buyer’s option, repurchase any or all Product remaining in Buyer’s inventory as of the effective termination date. Products must be in new condition to qualify for repurchase, and the buyback price shall equal the original purchase price paid by Buyer. Seller shall bear all shipping costs associated with the buyback.   

At Buyer’s request, the effective termination date may be extended by an additional ninety (90) days, during which Buyer may continue to sell Products under the terms of this Agreement. 

 

10. Warranties

Seller warrants that all goods, materials, and services (“Products”) provided under this PO shall:

Be new, genuine, and free from defects in design (except where design is provided by Buyer), materials, and workmanship;

• Be merchantable and suitable for the purposes intended by Buyer;
• Conform strictly to Buyer’s specifications, drawings, and approved samples, or, if unspecified, to applicable commercial and industry standards;
• Be free from counterfeit parts and not be banned, misbranded, or mislabeled;
• Be manufactured and delivered in full compliance with all applicable laws and regulations.

Seller further warrants that, as of the delivery date and for a period of one (1) year thereafter or for the identified product shelf life, all Products shall remain free from defects and continue to meet the above warranties.

In addition, Seller shall provide all necessary information to ensure compliance with applicable law and regulations as identified in section 16 and 17. 

All warranties, express or implied, shall survive inspection, testing, acceptance, and payment by Buyer, and shall extend to Buyer, its successors, assigns, and customers. In the event of a breach, Buyer may, at its sole discretion, return the Products for full credit at Seller’s expense or require prompt correction or replacement at no additional cost.

Seller shall be liable for all losses, damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Buyer due to any breach of warranty or defects in Seller’s materials or performance.

 

11. Private Label Materials

When applicable, Private Label Materials shall be used exclusively for the manufacture of private label products for Buyer and must be returned promptly upon request. Seller shall make such materials available for inspection upon reasonable notice by Buyer. 

Stock Keeping Unit (SKU) numbers used by Buyer are proprietary and may be reassigned or reused at Buyer’s sole discretion.

 

12. Indemnification

Seller shall indemnify, defend, and hold harmless Buyer, its affiliates, subsidiaries, officers, directors, employees, agents, customers, insurers, and successors and assigns from and against all claims, liabilities, losses, damages, penalties, fines, recalls, settlements, judgments, and related costs and expenses (including reasonable attorneys’ and experts’ fees) arising out of or relating to the goods or services provided by Seller under this PO.

This includes, but is not limited to, claims resulting from: Seller’s negligence, acts or omissions; breach of express or implied warranties; failure to provide adequate warnings or labeling; violations of applicable laws or regulations (including environmental and product safety laws); infringement of third-party intellectual property rights; or breach of any representation, warranty, or obligation under this PO.

If Seller provides aircraft, automotive or medical related products, it shall notify its insurer of this indemnification obligation and ensure such coverage is included in its applicable insurance policies. If coverage is declined, Seller must promptly notify Buyer in writing.

 

 

13. Insolvency 

Buyer may immediately cancel any unfulfilled portion of this PO if Seller becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against its bankruptcy or insolvency, has a receiver appointed, or if a governmental authority takes possession of a substantial portion of its assets or operations. In such cases, Buyer shall have no further liability under this PO.

To secure Seller’s performance, Seller grants Buyer a security interest in all goods manufactured, acquired, or identified for fulfillment of this PO, whether or not in Seller’s possession. Seller shall execute, or authorize Buyer to execute, any documents necessary to perfect and maintain this security interest.

 

14. Limitation of Liability

IN NO EVENT WILL PURCHASER BE LIABLE TO SELLER FOR INDIRECT DAMAGES, INCLUDING SPECIAL CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, WHETHER OR NOT PURCHASER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT, IN THE EVENT OF A DISPUTE, WILL PURCHASER’S LIABILITY TO SELLER EXCEED THE AMOUNT PURCHASER PAID FOR THE PRODUCT THAT IS THE SUBJECT OF THE DISPUTE. LIMITATIONS IN THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

 

15. Confidentiality

Seller shall treat as strictly confidential all non-public information disclosed by Buyer in connection with this PO, including technical data, pricing, specifications, customer information, business strategies, and related documentation. Such information shall not be disclosed or used for any purpose other than fulfilling Seller’s obligations under this PO without Buyer’s prior written consent.

Access to confidential information shall be limited to Seller’s personnel with a legitimate need to know, who are bound by confidentiality obligations no less restrictive than those stated herein.

Confidential information does not include information that is independently developed by Seller, approved for release by Buyer in writing, or publicly known through no fault of Seller. No disclosure shall be made in response to legal process without prior written notice to Buyer and an opportunity to object or seek protective measures.

These confidentiality obligations shall survive termination or completion of this PO for a period of two (2) years. Upon request, Seller shall promptly return or destroy all confidential information. The existence and terms of this PO are also considered confidential and may not be disclosed publicly without Buyer’s prior written approval.

 

16. Compliance with Laws and Regulations

Seller represents and warrants that it has complied, and will continue to comply, with all applicable federal, state, and local laws, regulations, and ordinances in connection with the manufacture, sale, labeling, packaging, shipping, and delivery of goods and services under this PO. This includes, without limitation, laws related to labor, environmental protection, occupational health and safety, anti-corruption, and product safety.

Seller further represents that all products supplied are free from asbestos, mercury, and other prohibited hazardous substances, and that they are labeled, packaged, and shipped in compliance with applicable environmental and transportation laws, including those of the U.S. Department of Transportation.

Upon request, Seller shall provide documentation evidencing compliance with applicable laws and regulations, including but not limited to the Toxic Substances Control Act, OSHA, the Federal Hazardous Substances Act, the Hazard Communication Standard, California Proposition 65, and RoHS. Safety Data Sheets (SDS) must accompany each shipment in English and Spanish where available. 

If any product is found to violate environmental laws, Buyer may return it at Seller’s expense, and Seller shall promptly refund the purchase price.

Seller assumes full responsibility for legal compliance and agrees to indemnify and hold Buyer harmless from any resulting liability, damages, or expenses. Seller is also expected to conduct its business ethically and in accordance with Buyer’s Code of Conduct or a comparable code. If Seller becomes aware of any improper or unethical conduct by Buyer or its representatives in connection with this PO, Seller is encouraged to report it through appropriate channels.

 

17. General Legal and Regulatory Compliance

Seller shall comply with all applicable federal, state, and local laws, regulations, and executive orders in connection with the manufacture, labeling, packaging, sale, and delivery of goods and services under this PO. This includes, but is not limited to, laws relating to labor, environmental protection, product safety, export control, and trade compliance.

Seller warrants that all products or services delivered are in conformance with the latest laws and product regulations.   Seller shall certify that all products are accurately labeled with their country of origin and comply with applicable U.S. trade laws, including the Buy America Act, Trade Agreements Act, and USMCA (or its successor agreements). Products qualifying for preferential treatment under USMCA must be accompanied by properly completed and signed Certificates of Origin. If not eligible, Seller shall provide accurate country of origin documentation and identify the location of last substantial transformation for each and every Product sold hereunder. Further, at Buyer's request, Seller shall also provide Buyer statements regarding: (a) the applicable origin rule that Seller applied in making the origin certification; and (b) the basis of Seller's origin certification as either Seller's own knowledge or Seller's reasonable reliance on an origin certification made by the manufacturer or other third party.

Seller shall provide accurate Export Commodity Control Numbers (ECCNs) and Harmonized Tariff Schedule (HTS) codes and must notify Buyer of any changes to country of origin, ECCNs, or tariff classifications. Safety Data Sheets (SDS) must accompany each shipment in English and Spanish where available.

Seller shall comply with all applicable export control laws, including the Export Administration Regulations (“EAR”) and the International Traffic in Arms Regulations (”ITAR”). Seller shall register with the U.S. Department of State if required and ensure that any subcontractors with access to export-controlled items are also compliant. Seller shall also comply with applicable Consumer Product Safety Commission regulations, including the Consumer Product Safety Improvement Act of 2008, and provide certificates of conformity as required. Seller shall immediately notify Buyer in writing if it is or becomes listed on a Debarred, Excluded or Denied Party List of an agency of the U.S. Government, or if its export privileges are denied, suspended or revoked.

Where applicable, Seller shall comply with all relevant FAR and DFARS clauses incorporated by reference in Buyer’s contracts, including but not limited to those related to ethics, equal opportunity, safeguarding information, and subcontracting. A representative list of applicable clauses may be provided upon request.

Seller shall ensure and provide all necessary information to ensure compliance with California Proposition 65, including but not limited to: (a) Identifying, by part number, any Products requiring California Proposition 65 warnings; and (b) Applying required warnings to the smallest unit of sale offered by Buyer; (c) Providing a legally compliant warning that includes the specific chemical(s) involved, the nature of the exposure, and the appropriate warning label in accordance with current Proposition 65 regulations. 

Seller acknowledges that Buyer is required to comply with Section 1502 of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") which includes requirements related to the use of tin, tantalum, tungsten, and gold ("Conflict Minerals"). Seller shall source and track the chain of custody of all Conflict Minerals contained in any Products in accordance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. At Buyer's request, Seller shall: (a) execute and deliver to Buyer declarations in the form of the EICC-GeSI Conflict Minerals Reporting Template as adopted by EICC-GeSI or in any other form that Buyer reasonably requests; and (b) confirm to Buyer that none of Seller's suppliers of Conflict Minerals are parties or entities that the Office of Foreign Asset Control (OFAC) has designated as a Specially Designated National (SDN) or that OFAC would deem to be an SDN based on such deemed party's 50% or more ownership by one or more designated SDNs. Seller shall immediately disclose any changes to the conflict-free minerals status of any Products or any dealings with SDNs or deemed SDNs. If Buyer has reason to believe the minerals in any Products are not conflict-free or have been sourced by one or more SDNs or deemed SCNs, Buyer shall place Seller under contract review and research alternative supply sources and may immediately terminate the relevant Order as a termination for convenience under Section 5 hereof. All Products provided by Seller to Buyer shall be "Conflict Free", as defined in the Dodd-Frank Act.

Buyer has contracted the services of a third-party provider, Assent Compliance, to act as our agent for all REACH, RoHS, California Proposition 65, PFAS, and other product compliance data requests. We expect that the Supplier will respond with integrity and honesty to all requests made by Assent on Buyer’s behalf.

 

18.  Trafficking In Persons

The Seller shall not engage in any practices that support or promote trafficking in persons, including but not limited to forced labor, debt bondage, involuntary servitude, or commercial sex acts. The Seller certifies that it has implemented procedures to prevent trafficking-related activities in its supply chain and operations. Any violation of this clause may result in immediate termination of the purchase agreement and may be reported to appropriate authorities. 

 

19.  C-TPAT

If the Seller is providing goods under this Order from a non-U.S. location and the final destination of those goods is the United States, the Seller agrees to one of the following:  

• It is certified under the Customs-Trade Partnership Against Terrorism (C-TPAT); 
• It is certified under an Authorized Economic Operator (AEO) program that is mutually recognized by C-TPAT (a “Mutually Recognized AEO”); or
• It has developed and implemented, or will develop and implement within sixty (60) days of accepting this Order, supply chain security procedures that comply with C-TPAT or a Mutually Recognized AEO.

Upon written request from the Buyer, and with reasonable advance notice, the Seller shall provide the Buyer and its designated agents access to its records and facilities for the purpose of verifying and auditing compliance with C-TPAT or a Mutually Recognized AEO. Such access shall be conducted in a manner that does not unduly interfere with the Seller’s operations.

The Seller also agrees to promptly notify the Buyer of any event that has resulted in, or poses a threat of, the loss its C-TPAT or Mutually Recognized AEO certification (if applicable), or that otherwise jeopardizes the Buyer’s C-TPAT certification.

20.  Defense Priorities and Allocations System (DPAS) Compliance 

If this Purchase Order is identified as a “Rated Order” certified for national defense, emergency preparedness, or energy program use, the Seller shall comply with all applicable provisions of the Defense Priorities and Allocations System regulation (15 CFR Part 700). The Seller must provide written or electronic acceptance or rejection of this order within the timeframes specified by DPAS regulations—15 working days for DO-rated orders and 10 working days for DX-rated orders. Acceptance of this order constitutes acknowledgment of the DPAS rating and agreement to prioritize performance accordingly. The Seller shall also flow down the DPAS rating to all subcontractors and suppliers necessary to fulfill the requirements of this order.

 

21.  DEA Regulatory Compliance 

The Seller shall maintain a compliance program designed to detect and prevent the diversion of controlled substances, in accordance with the Controlled Substances Act (21 U.S.C. § 801 et seq.) and applicable DEA regulations (21 CFR Parts 1300 to End).

 

22.  Anti-Bribery/Anti-Corruption 

Buyer maintains a zero-tolerance policy toward bribery and corruption. Seller shall conduct its business ethically and in full compliance with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, laws implementing the OECD Convention on Combating Bribery, and any local laws prohibiting bribery, money laundering, or terrorism financing.

Seller shall not offer, promise, or provide anything of value—such as gifts, entertainment, payments, or other benefits—to any government official or third party to improperly influence any act or decision related to Buyer’s business. This prohibition applies regardless of local customs or business practices and includes any attempt to expedite customs clearance, reduce duties, influence procurement decisions, or gain regulatory favor.

Seller shall also comply with all applicable laws relating to supply chain transparency, human trafficking, and modern slavery, including the UK Modern Slavery Act and relevant laws in countries of manufacture or export.

Buyer reserves the right to audit Seller’s records, including those of its affiliates and subcontractors, to verify compliance with anti-corruption obligations. Buyer may report any violations of applicable anti-bribery laws to the appropriate authorities. Seller shall cooperate fully with such audits and investigations.

 

23.  Insurance Requirements

Seller shall, at its own expense, maintain insurance with reputable insurers rated A-VII or better by A.M. Best, in types and amounts sufficient to cover its obligations under this PO. At a minimum, Seller shall maintain commercial general liability insurance with limits of $1,000,000 per occurrence and $5,000,000 aggregate, covering bodily injury, property damage, products/completed operations, personal and advertising injury, and contractual liability.

Coverage shall be written on an occurrence basis and include endorsements naming Buyer, its subsidiaries, and affiliates as additional insureds on a primary and non-contributory basis, with a blanket waiver of subrogation in favor of Buyer.

Seller shall provide certificates of insurance upon execution of this PO, upon renewal, or upon request. Certificates must confirm that coverage will not be canceled, materially changed, or non-renewed without at least thirty (30) days’ prior written notice to Buyer.

These insurance requirements do not limit Seller’s liability or obligations under this PO, nor do they waive any indemnification responsibilities.

If Seller provides goods or services involving aircraft or other high-risk applications, Seller shall ensure its insurance policies specifically cover related indemnification obligations and notify its insurer accordingly. If coverage is denied, Seller must promptly notify Buyer in writing.

 

24.  Right to Audit

Upon written notice, and for up to three (3) years following final payment under this PO or any related agreement, Buyer or its designated representatives including Buyer’s customer or regulatory authorities may have the right to access, audit, inspect, and copy all relevant records at Seller’s location or through any level of the supply chain at Buyer’s expense. This includes records related to Seller’s performance, pricing, procedures, and product costs, including those of subcontractors or agents, in any format (paper or digital).

Seller’s records must accurately reflect its performance and obligations under this PO. If an audit reveals pricing or cost discrepancies, the value of such discrepancies shall be promptly refunded or credited to Buyer, or Buyer may issue appropriate debits.

 

25.  Assignment and Subcontracting

Neither this Agreement nor any of Seller’s obligations may be assigned or transferred by Seller without Buyer’s prior written consent. The foregoing extends to any Change of Control of Seller. A “Change of Control” means the sale of all or substantially all the assets of Seller; any merger, consolidation or acquisition of Seller with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of Seller in one or more related transactions. Any attempt by Seller to transfer or assign this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement is binding on and inures to the benefit of the subsidiaries and assigns of the parties. 

 

26. Force Majeure

If a party is unable to perform its obligations under this Agreement due to a Force Majeure event, that party must provide written notice to the other party as soon as reasonably practicable, and no later than ten (10) days after the event arises. The notice must detail the extent to which performance is affected. 

The party claiming Force Majeure may suspend performance of the affected obligations for the duration of the delay directly caused by the event, provided it uses best efforts to mitigate the impact on its contractual obligations. Once the Force Majeure event concludes, the party must promptly resume performance. 

If Seller is the party claiming Force Majeure and is unable to perform for more than fifteen (15) days, Buyer may, at its reasonable discretion, obtain replacement products from other sources and may terminate this Agreement and any applicable POs, in whole or in part, without further obligation to Seller. 

A Force Majeure event does not relieve the affected party from liability for obligations that arose prior to the event. 

For purposes of this Agreement, “Force Majeure” includes, but is not limited to: war, civil disorder, strike, flood, fire, storm, accident, terrorism, epidemic, pandemic, embargo, or the enactment of any law, executive order, or judicial decree.

 

27.  Electronic Data Interchange (EDI)

If Buyer and Seller agree to use Electronic Data Interchange (“EDI”) or internet-enabled processes to facilitate transactions, Seller agrees not to dispute the validity, enforceability, or admissibility of any resulting agreement or record solely on the grounds that it was electronically generated or not signed in a traditional format.

The Buyer and Seller shall collaborate to establish mutually acceptable technical standards and security procedures to ensure the integrity and confidentiality of EDI transactions. 

In the event of a dispute, Buyer’s business records related to EDI transactions shall be considered controlling.

 

28.  No Third-Party Benefit

The provisions set forth above are intended solely for the exclusive benefit of the parties to this agreement. They do not confer any rights, benefits or claims upon any third party or entity that is not a direct party to the contract. 

 

 

29.  Waiver

The failure of either party to enforce any right or require strict performance of any provision shall not be construed as a waiver of that right or provision. Additionally, a waiver of any breach shall not be considered a waiver of any subsequent breach. 

All rights and remedies available to the Buyer under this PO are cumulative and are in addition to any rights or remedies available at law or in equity.

 

30.  Governing Law 

This Agreement, including any POs issued under it and any dispute arising out of or in connection with this Agreement or such POs—including claims in tort—shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws or principles that might require the application of laws from another jurisdiction. 

Any dispute must be brought exclusively in a federal or state court of competent jurisdiction located in the state of Delaware. Each party hereby consents to and submits to the exclusive jurisdiction of such courts and waives any objection to venue in that forum. 

 

31.  Severability 

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect and the illegal, invalid or unenforceable provision will be replaced with a provision that is legal and valid and most closely reflects the intent of the parties.  

 

32.  Quality Provisions

The Buyer’s purchasing information shall describe the product or services to be provided, including relevant technical data and requirements, where applicable (e.g., identification and revisions of applicable specifications, drawings, equipment and process requirements, design and development controls, inspection / verification instructions including statistical techniques, special requirements for critical items or key characteristics including validation requirements, customer-designated sources, required product acceptance requirements; such as certificate of analysis / conformity, product test reports, production process verifications, airworthiness certifications and any applicable customer flow down requirements).  

1. Seller shall have and maintain a Quality Management System, where applicable, and quality controls acceptable to the Buyer for the goods or services purchased under the PO contract.  Seller to ensure that people in Seller’s organization are qualified to perform their activities, aware of their contribution to the product or service conformity, product safety and the importance of ethical behavior.   Seller shall permit Buyer to review procedures, practices and related documents to determine such acceptability.
2. Seller shall promptly notify Buyer in writing in the event of discrepancies in Seller’s processes that result in deviations or nonconformance in products, pre- or post-delivery. Seller to obtain disposition approval for any product produced under deviation or nonconformance prior to its supply to the Buyer.
3. Seller agrees to flow down through the supply chain any applicable requirements, including customer specific product requirements.
4. Seller agrees to prevent the use of counterfeit parts and shall not furnish Counterfeit goods to Buyer. Counterfeit goods shall be deemed nonconforming to this Contract. If Seller becomes aware or suspects that it has furnished Counterfeit goods to Buyer under this Contract, Seller promptly, but in no case later than fourteen (14) calendar days from discovery, shall notify Buyer and replace, at Seller’s expense, such Counterfeit goods with OEM or Buyer-approved goods that conform to the requirements of this Contract. Seller bears responsibility for procuring authentic goods or items from its subcontractors and shall ensure that all such lower-tier subcontractors comply with the requirements of this clause.  Counterfeit goods is defined as goods or separately-identifiable items or components of goods that (i) are an unauthorized copy or substitute of an Original Equipment Manufacturer or Original Component Manufacturer (collectively, “OEM”) item; (ii) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture; (iii) do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design; (iv) have been reworked, re-marked, relabeled, repaired, refurbished, or otherwise modified from OEM design but not disclosed as such or are represented as OEM authentic or new; or (v) have not passed successfully all OEM required testing, verification, screening, and quality control processes. Notwithstanding the foregoing, goods or items that contain modifications, repairs, re-work, or re-marking as a result of Seller’s or its subcontractor’s design authority, material review procedures, quality control processes or parts management plans, and that have not been misrepresented or mismarked without legal right to do so, shall not be deemed Counterfeit.
5. Buyer requires supplier to records retention requirements for a minimum of 10 years, unless otherwise stated on individual PO, Contract or Agreements.  Seller can dispose and destroy records as applicable per the classification of the record after the retention time.

 

33.  Business Continuity Plan

Seller is a key component and partner in Buyer’s commitment to its customer base for on time performance and delivery. Seller is responsible and accepts the duty to implement and maintain a Business Continuity Plan consistent with its product line safety that includes product and/or service conformity; disaster recovery actions; IT recovery capabilities; back- up and alternative sources of supply; emergency operation plans; and related BCP actions.

 

34.  Entire Agreement

This PO, including all referenced or incorporated terms and conditions, constitutes the entire agreement between the parties. It supersedes all prior or contemporaneous agreements, representations, or communications, whether oral or written, relating to its subject matter. No amendment or modification shall be valid unless it is in writing and signed by authorized representatives of both parties. In the event of any conflict between these Terms and Conditions and a fully executed contract between Buyer and Seller, the terms of the contract shall prevail. However, if a specific matter is not addressed in the contract, these Terms and Conditions shall serve as the governing document and apply in full.

 

Last updated: October 2, 2025