1.1. The following terms and conditions shall apply to all purchase orders issued by Human Active Technology, LLC (hereafter referred to as “HAT” or “Buyer”) and all affiliates; Innovative Office Products, LLC, HAT Contract, LLC, Ergotech Group, LLC, CompuCaddy, LLC and SIS Ergo, LLC.
1.2. Each purchase order (hereinafter “Purchase Order” or “Order”) HAT issues forms a contract between HAT and the other contracting party (hereinafter “Supplier”) and shall be subject to these Terms and Conditions of Contract (hereinafter, “Conditions”) and the revision of the Supplier Quality Requirements Manual (“SQRM”) in force on the date of the Purchase Order, whether or not these Conditions and/or the SQRM are attached to, or included or referenced in, the Purchase Order. To the extent that terms on the face of the Order conflict with Conditions and/or SQRM, the terms of the Order shall govern.
1.3. Representatives of the Buyer’s purchasing department shall have the sole authority to issue Purchase Orders or to modify the dates, quantities, and prices in Purchase Orders. Buyer’s purchasing and/or sourcing department Director, CFO, and CEO shall have sole authority to modify the Conditions. No other person shall have authority to bind Buyer or to agree to changes to any Purchase Order or the Conditions.
2.1. No prices higher than those contained in the Order shall be charged. Unless otherwise agreed in writing, no additional charges will be honored unless specifically provided for in the Order.
2.2. Time for payments that are due after shipments and agreed upon cash discount periods, shall commence with the date of the receipt of the purchase invoice or receipt of shipment, whichever is later. Prompt payment shall be without prejudice to Buyer’s rights in the event that a defect, discrepancy, shortfall, or other problem is later discovered.
2.3. Pricing on units shall not exceed 4 decimal places.
3.1. Order of documentation precedence regarding requirements.
1. Purchase Order
3. Specification referenced on the drawing/specification
5. Industry standards
3.2. Quality: Quality shall conform to specifications of the applicable documentation, as outlined in Section 3.1, for the revision included with or referenced by the Order. Any deviation from the applicable specifications must be accompanied by a copy of an authorized completed QSF-048 Supplier Deviation Request Form which the Buyer’s purchasing representative can supply upon request. Other procedures for the handling of non-conforming goods are provided in the SQRM.
3.3. Quality and description shall meet or exceed in all respects the specifications (if any) provided by Buyer to Supplier or material will be considered non-conforming and processed according to SQRM. In absence of specifications provided by the Buyer to Supplier, specifications provided by Supplier to the Buyer at the time of order placement shall apply.
3.4. If the Buyer’s inspection of any portion of the goods indicates that the goods inspected are defective or otherwise non-compliant, then Supplier shall reimburse Buyer for all reasonable costs and expenses (including labor) that Buyer incurs in inspecting and sorting all of the goods when advance written notification is provided from Buyer to Supplier.
3.5. When Buyer’s production schedule or customer’s delivery schedule, in Buyer’s judgment, requires Buyer to perform additional work or rework on defective, incorrect, or otherwise non-compliant parts to bring them into compliance, Supplier agrees that Buyer may perform such work at the expense of the Supplier if advance written notification is provided from Buyer to the Supplier.
3.6. Each shipment shall include a Certification of Conformance
(“COC”) in accordance with SQRM Section SQR 200.
4.1. Supplier shall give a delivery commitment date for each release on Purchase Order (“Delivery Commitment Date”) within 2 working days of receipt of the Purchase Order or the release dates shall be deemed accepted by default, and may not thereafter be changed except with Buyer’s approval.
4.2. Buyer shall update the Purchase Order to the Delivery Commitment Dates, provided such dates are acceptable to Buyer.
4.3. Time of delivery is of the essence. Deliveries up to five (5) days early and zero (0) days late from the Delivery Commitment Date shall be deemed to comply with this provision.
4.4. If a Delivery Commitment Date cannot be met, Supplier shall immediately notify Buyer via email or phone, but such notification shall not relieve Supplier of its duty to make timely delivery hereunder nor of the penalties for failure to do so.
4.5. If complete deliveries are not made on time and in the quantities specified, Buyer reserves the right, among other remedies and at Buyer’s option, to require expedited shipping service at Supplier’s expense, or to fully or partially cancel the Purchase Order.
4.7. Supplier shall use Inbound Guide PF-003 to determine the proper carrier for all shipments between domestic origins and destinations. Import shipments will revert to the Buyer’s specified forwarder for freight (FCL, LCL, or Air) and to the Buyer’s collect accounts for the parcel.
4.8. All deliveries must be packed in accordance with SQRM Section SQR-220, which can only be superseded by Buyer specifications or drawings that govern specific items.
In the performance of each Order, Supplier shall comply with all laws, ordinances, rules, and regulations, whether international, federal, state, or local, applicable thereto. Supplier certifies to Buyer that the materials purchased by Buyer hereunder were produced in compliance with all applicable requirements of the Fair Labor Standards Act of 1938 and amendments thereto and conformance to the Equal Employment Opportunity clauses prescribed by executive order and administered by the EEO Commission and Title VII of the Civil Rights Acts of 1964, and amendments thereto.
Supplier guarantees that the articles furnished under this Purchase Order and the sale or use of them, will not infringe the intellectual property rights of any third party, including any United States or foreign letters patent, copyrights, or trademarks. In the event of any claim of such infringement against Buyer or Buyer’s customers based on articles furnished by Supplier or using or selling any item furnished hereunder, Supplier agrees to repurchase such articles from Buyer at the Order price, and defend, indemnify and save harmless Buyer and all said customers, from all costs, damages, and expenditures of any nature whatsoever incurred by Buyer and/or its customers on account thereof, including but not limited to those incurred in the investigation of such claims, in preparation for and defense against the same, and/or in payment or settlement thereof whether or not civil actions, or other legal proceedings to enforce such claims have begun. Supplier agrees to furnish to Buyer in writing the numbers of all patents pertaining to the articles furnished hereunder.
Any applicable non-disclosure agreement executed between Buyer and Supplier shall apply to the Order. The existence of the Order and all information contained therein shall be treated as Confidential Information under any applicable non-disclosure agreement.
The Supplier shall not, without consent in writing of Buyer, assign or transfer the contract or any part thereof to any other person or entity.
If this Purchase Order is for the services of a consultant, expert, designer, or other professionals, the Supplier shall not assign the work, or any significant portion of it, to a different individual without the Buyer’s consent in advance.
Buyer shall have the right, by written order, to make changes as to packing, testing, destination, specifications, designs, and delivery schedule of a Purchase Order. If such changes cause an increase or decrease in the amount due under a Purchase Order, or the time required for delivery, Buyer and Supplier agree to negotiate in good faith to amend the Purchase Order. No change orders by Supplier will be accepted to the Purchase Order without prior written approval by Buyer.
Buyer may terminate a Purchase Order, in whole or in part, at any time, upon written notice to Supplier. Upon the effective date of such termination, the Supplier shall discontinue work under the applicable Purchase Order. At Buyer’s election, Seller shall deliver all or any portion of the goods completed, with all warranties, or dispose of such goods as Buyer may reasonably direct. Upon such termination, Supplier will be entitled to (a) pro-rata payment for all conforming goods delivered prior to such termination and (b) reimbursement of reasonable documented costs incurred by Supplier prior to such termination in connection with the good (except with respect to any goods that are in Supplier’s standard stock). The supplier will not be entitled to any unabsorbed overhead or lost profits with respect to any goods not completed or completed but not delivered to the Buyer.
Buyer may terminate a Purchase Order, in whole or in part, upon written notice to Supplier if Supplier (a) fails to cure a breach of the terms of the Purchase Order, Conditions, or SQRM within 10 business days of Supplier’s receipt of notice of the such breach from Buyer; (b) gives Buyer reasonable cause to doubt Supplier’s ability to deliver the goods by any applicable Delivery Commitment Date; or (c) fails to deliver any goods by an applicable Delivery Commitment Date. Upon any such termination, Buyer will have no further liability under the Purchase Order except (i) with respect to any portion that is not terminated and (ii) to pay for conforming goods delivered prior to such termination.
10.1. In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Supplier, or in the event of the appointment, with or without Supplier’s consent, of an assignee for the benefit of creditors or of a receiver, or the making of an assignment for the benefit of creditors, with respect to each open order, Buyer may (i) cancel any unfilled part of the Order without any liability whatsoever on Buyer’s part and hold Supplier responsible therefor, (ii) may demand the immediate return of tooling, parts, materials, drawings or other property or items provided by Buyer to Supplier, and/or (iii) give any such receiver or liquidator or another person the option of fulfilling the Order.
10.2. Supplier shall promptly return all tools to Buyer, upon request by Buyer at any time after the last Delivery Commitment Date for that Order, or earlier pursuant to the provisions of Section 10.1 hereof.
All tools, molds, parts, and materials supplied or paid for by Buyer, including, but not limited to, trim dies, fixtures, and special machines, (“Tooling”) shall be the property of Buyer and shall be used solely for the purpose of fulfilling Orders. Supplier may not dispose of Tooling unless approved in prior writing by Buyer.
Supplier shall promptly return all tools to Buyer, upon request by Buyer at any time after the contract date for delivery of the goods.
Periodic lubrication, greasing, degreasing, maintenance, and storage of Tooling while in Supplier’s possession in order to protect the Tooling from rust or other deterioration shall be at Supplier’s expense including any such measures taken at the time of Supplier’s return of the Tooling to Buyer or Buyer’s designee. Reasonable costs of packing, palletizing, and shipping of Tooling returned to Buyer or its designee shall be at Buyer’s expense. If any Tooling requires repair, renewal, or replacement (whether due to the Supplier’s negligence or not), the Supplier will notify the Buyer immediately so that future supplies and quality may be safeguarded.
Supplier shall supply Buyer with a weekly Tooling Progress report for new Tooling or Tooling that is being repaired, modified, or reworked. The report shall include the estimated time of completion for the tool, estimated delivery date for item samples, part number, part description, tooling description (number of cavities, progressive die, etc.), project name if supplied by Buyer, and name of Supplier’s project manager. 1st Article Submission must be performed in accordance with SQR-120 First Article Inspection Requirements
Packages must be packed and identified in accordance with SQRM, which can only be superseded by Buyer Engineering Specifications or drawings that govern specific items. Labels should be applied to packaging only and not the part unless specifically called out in the specifications. Packing slips for drop ships must be faxed or emailed to the Buyer to qualify for payment.
13.1. It is the Supplier’s responsibility to ensure that product is packaged in a manner that will prevent damage from occurring due to shipping and handling. Supplier is responsible for all damage that occurred in transit due to improper or insufficient packaging if it does not comply with SQRM, or if applicable, Buyer Engineering Specifications or drawings that govern specific items.
13.2. Once approved, the Supplier may not change the packaging method or materials without prior written authorization from the Buyer. Packaging shall not contain any foreign material and shall be clean of erroneous markings and labeling. All material should be recyclable and be marked with the proper material recycling symbols. Foam peanuts are not allowed as part of material packaging.
Acceptance of each Order by Supplier constitutes an agreement on Supplier’s part to defend, indemnify and save Buyer harmless from and against all suits, claims, and liabilities (including expenses for court costs, litigation and other reasonable defense expenses, and attorney’s fees) for injury to or death of persons and for damage to any property which may result, or which may be claimed to result, in whole or in part, from any actual or claimed negligent act or omission products liability claim or breach of warranty claim on the part of Supplier, its agents, employees or representatives, or which may arise from the installation, operation or use of the articles furnished under this Purchase Order by Buyer, or to any claimed or actual defects therein or therewith, except to the extent that such injury or damage is due solely and directly to the negligence of Buyer. It is a further express condition of acceptance of this order that Supplier purchase and maintain, throughout the period it furnishes articles hereunder, and for at least three (3) years thereafter, comprehensive general liability insurance, including product liability coverage, in amounts sufficient, in Buyer’s reasonable discretion, to protect Buyer from such risks and claims. Buyer shall have the right to request proof of such insurance coverage from time to time and/or to review such insurance policies, but a such review of coverage by Buyer, or failure to perform the such review, shall in no case relieve Supplier of its obligations hereunder, or serve as an acceptance by Buyer of the adequacy of such insurance coverage absent an express written statement to that effect by Buyer.
It is Buyer’s policy that suppliers certify compliance (in writing) with applicable Regulatory conditions and restrictions contained in the SQRM. Additionally, suppliers must provide notification of any changes regarding the status of components or materials they supply to the Buyer in this regard. This includes, but is not limited to, all current directives associated with the European Economic Union Reduction of Hazardous Substances (RoHS), California Proposition 65, Substances of Very High Concern (SVHC) as contained in the European Registration, Evaluation, Authorization, and Restriction of Chemicals (REACH) directives and the United States Conflict Minerals Rule. Regulatory and Environmental compliance requirements are identified in Section 100 of the SQRM.
In the event of a breach of the Conditions by Supplier, Buyer’s remedies shall, among other things, include payment by Supplier of Buyer’s attorney’s fees, court costs, and other reasonable expenses incurred by Buyer in legal action or collection action taken against Supplier. In the event Supplier is late in paying any sums due Buyer hereunder, including sums for liquidated damages, attorney’s fees, or other damages or remedies provided hereunder or by operation of law, Supplier shall pay Buyer simple interest at the rate of twelve (12%) percent per annum (one percent per month or part thereof) on the amount owed from the date owed until the date paid.
This contract or Purchase Order is declared by the parties and shall be deemed, to have been entered into in the Commonwealth of Pennsylvania. The laws of the Commonwealth of Pennsylvania, without regard to choice of law principles, shall apply to any dispute relating to these Conditions. Any suit pursuant to, or to interpret or enforce, or adjudicate claims arising pursuant to or with regard to the Conditions or any Purchase Order, shall be brought only in the state or federal courts serving Northampton County, Pennsylvania, to the jurisdiction of the parties, hereby consent to submit themselves.
The supplier has not made any promises or representations to the Buyer, and the Buyer has not made any to Supply which that are not expressed in writing in this order. Any changes in, or waiver of, any provision of this order, these Conditions, or the Contract must be contained in a writing, signed buy the buyer.