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WAI Purchase Order Terms & Conditions - Suppliers

1. Acceptance and Terms and Conditions. The purchase of the Products hereunder is conditioned upon these Terms. No other terms or conditions including, without limitation, Supplier’s standard printed terms and conditions, on Supplier’s proposal, order acknowledgment, invoice or otherwise, will have any application to any purchase between Buyer and Supplier unless specifically accepted in writing by Buyer. This Purchase Order is valid until terminated in writing by WAI.


2. Pricing. Unless otherwise specified in a Purchase Order, prices for Products are in U.S. dollars. No charges, surcharges, premiums, add-ons or price increases of any kind, or any other action that has the effect of increasing the cost to Buyer shall be allowed unless specifically agreed to by Buyer in writing. Supplier warrants that it is selling at the lowest or most favorable prices that it offers to other Buyers for Products of the same quality to that herein. Prices are fixed during the validity of this Purchase Order.


3. Termination for Convenience. In addition to any rights under the Purchase Order, Buyer reserves the right to cancel all or any part of this Purchase Order for Buyer’s convenience by written notice to Supplier. In the event of such termination, Supplier shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work.
4. Inspections. Buyer shall have the right to reject any nonconforming Products and Supplier shall assume title and risk of loss of all nonconforming Product. Payment for Products delivered or inspection by Buyer shall not constitute acceptance of the Products and shall not relieve Supplier of its warranty or other obligations hereunder. Supplier shall issue to Buyer a return material authorization within 5 days of notice from Buyer for any nonconforming Products.


5. Warranties. Supplier warrants that all Products sold to Buyer will be (i) free of any claim of any nature by any third person and that Supplier shall convey clear title to Products to Buyer, (ii) of merchantable quality free from all defects in design, workmanship and materials, and shall be fit for the particular purposes for which they are purchased, (iii) in compliance with all applicable laws, rules and regulations, and (iv) manufactured and provided in strict accordance with the specifications, designs, drawings, or other requirements, including performance specifications. Unless a greater duration is specified in an exhibit hereto, Supplier’s warranties shall extend for a time period equal to timeframe extended by Buyer to its customers. The warranties contained in this Section are in addition to and are not to be construed as restricting or limiting any warranties or remedies of Buyer, express or implied, which are provided by law. Upon notice from Buyer that Product failed within the warranty timeframe, in addition to any rights or remedies Buyer may have under the Purchase Order or at law, Supplier shall replace such defective Products at no cost to Buyer. Warranty failures shall be returned to Supplier at Supplier’s expense and at Buyer’s discretion. This provision shall survive termination or expiration of any Purchase Order. Supplier shall issue to Buyer a return material authorization within 5 days of notice from Buyer for any Products that violate this warranty.


6. Supplier Changes. Supplier shall not make any changes in the specifications, manufacturing location, subcontractors, suppliers, physical composition of, or processes used to manufacture the Products hereunder without Buyer's prior written consent.


7. Assignment. Unless Buyer has provided prior written consent, any partial or complete assignment by Supplier of right(s) or delegation of obligation(s) hereunder, including subcontracting, shall be void. Notwithstanding any permitted assignment, such assignment shall not relieve Supplier of its obligations and liabilities hereunder.


8. Delivery & Delays & Title & Risk of Loss. Specific requirements regarding delivery and packaging of Products shall be detailed in a Purchase Order and/or within a Supply Agreement. Delivery is not complete until Products have been actually received by Buyer as set forth herein. Except for delays caused by Buyer, TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY UNDER THESE TERMS. If, for any reason, Supplier anticipates difficulty in complying with a required delivery date or meeting any other requirements of a Purchase Order, Supplier shall immediately notify Buyer in writing, providing details of the anticipated difficulty in complying. Buyer and Supplier shall negotiate a resolution in good faith. If a resolution is not reached and Supplier does not comply with Buyer’s delivery requirements, in addition to such other rights and remedies it may have, Buyer may, in its sole discretion, (i) require delivery by the fastest way to meet the delivery dates in any Purchase Order at the sole expense of Supplier, (ii) take a credit against invoices due to Buyer the amount of 5% of the Total Extended Price in the Purchase Order per day past the delivery date indicated in the Purchase Order, or (iii) terminate any Purchase Order. This provision shall survive termination or expiration of the Purchase Order. Title and risk of loss associated with the conforming Products shall transfer to Buyer upon delivery to Buyer’s delivery location.


9. Indemnification. Supplier shall indemnify, defend and hold Buyer, and its officers, directors, employees, customers, users and agents (collectively the "Indemnitees") harmless from and against any and all damages, claims, losses, expenses, costs, obligations, liabilities, including without limiting the generality of the foregoing, liabilities for attorney's fees, suffered directly or indirectly by an Indemnitee by reason of, or arising out of (i) any breach of any representation or warranty made by Supplier, (ii) any failure by Supplier to perform or fulfill any of its covenants or acts or omissions, or (iii) any litigation, proceeding or claim by any third party relating in any way to the obligations of Supplier. Supplier shall not consummate any settlement without the Indemnitee’s prior written consent. Supplier’s obligation to indemnify Indemnitees will continue in full force and effect notwithstanding the termination or expiration of the Purchase Order or any Supply Agreement. In any claim against an Indemnitee by an employee of Supplier or any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable, the indemnification obligations set forth in this Section shall not be limited in any way by or for Supplier or any subcontractor under any applicable worker’s compensation act, disability or other employee benefit act. This provision shall survive termination or expiration of any Purchase Order or any Supply Agreement.


10. Product Recalls and Field Fix Programs. If at any time a governing agency of any country, state, province or municipality requires Buyer to conduct a product safety recall or a field fix program, or Buyer voluntarily undertakes a product safety recall or field fix program in response to or in anticipation of the urging of a governmental agency or customer or based on the number of customer returns, and such recall or field fix program is related to the Products, Buyer will notify Supplier within 30 days. Supplier shall (a) repair or replace defective Product units or at Buyer’s option, credit Buyer at Buyer’s total Product cost for defective units, and (b) reimburse Buyer completely for any related costs, losses and incidental and consequential damages.


11. Intellectual Property Indemnity. Supplier warrants that the Products shall be free of the claim of any person arising from patent, copyright, trademark or trade secret infringement and shall hold Buyer harmless from and defend Buyer against any such claim or demand and damages, including attorneys’ fees and expenses, in connection therewith. Supplier will, at its option and expense, either (i) procure for Buyer, its affiliated entities and their respective customers the right to continue to use the affected Product as contemplated hereunder, or (ii) replace or modify the affected Product to make its use hereunder non-infringing while being capable of performing the same function without degradation of performance. This provision shall survive termination or expiration of any Purchase Order or any Supply Agreement.


12. Set-Off. Buyer shall have the right at all times to set off any amount owing to or from Supplier under this Purchase Order, or pursuant to any other agreement between Buyer and Supplier.


13. Quality Assurance. (a) Supplier agrees that its warranties for quality include its express warranty that all goods shall comply strictly and completely with Buyer’s Quality Standards. Buyer alone shall decide whether the Quality Standards are being met. Supplier shall, in accordance with the Quality Standards, provide, maintain and enforce all measures necessary to secure the quality of goods and the manufacturing process thereof, including but not limited to quality control standards, inspection standards and specifications. (b) Supplier will provide and maintain a Supplier Quality Assurance System that meets Buyer requirements and is approved by Buyer. Buyer may audit Supplier’s Quality Assurance System, production process, and material destined for Buyer.