Terms and Conditions of Purchase – October 25, 2021
1. ACCEPTANCE. Acceptance of the offer represented by this Purchase Order (“Order”) is expressly limited to the terms of this Order and attachments Signing and returning the acknowledgment copy of this Order (if included herewith) or, in any event, any shipment of goods, ordering of supplies or performance of services shall constitute acceptance of this Order. This Order and any attachments hereto represent the entire agreement between the parties and no changes are binding on TPI unless they are in writing and signed by an authorized representative of TPI. Any references to or attachment of Supplier’s terms and conditions, or any over-stamping on the acknowledgment or invoicing of this Order shall not alter the terms and conditions of this Order and shall be disregarded by TPI.
2. TRANSPORTATION. Unless otherwise stated on the face of this Order, goods are to be sold O.B. Destination. Regardless of F.O.B. point, Supplier agrees to bear all risk of loss, injury, or destruction of goods and materials ordered herein which occur prior to acceptance by TPI. No such loss, injury, or destruction shall release Supplier from any obligations hereunder. No premium transportation, insurance, valuation costs will be allowed unless specifically authorized.
3. IDENTIFICATION. All invoices, packages, and other documents affecting this order shall contain the applicable order Packing lists shall be enclosed in each package shipped pursuant to this order, indicating the contents therein.
4. DELIVERIES.
4.1 Delivery Schedule. Unless otherwise agreed in writing. Supplier shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet TPI’s delivery Shipments must equal exact quantities ordered herein. Shipments in excess of quantities ordered may be returned at Supplier’s expense.
4.2 Delays in Delivery. Supplier will not be liable for damages or delays in delivery due to causes beyond its reasonable control. If Supplier, for any reason does not substantially comply with TPI’s delivery schedule, TPI at its option may either approve a revised delivery schedule or may terminate the order without liability to
5. ASSIGNMENT. Supplier shall not assign or subcontract this Order, or the right to payments due hereunder, or any part thereof, without the prior written consent of TPI, and not unless the assignee or subcontractor agrees to be bound by all the terms and conditions of this Any such assignment or subcontract made in derogation of this provision is expressly void. No assignment of moneys due or to become due hereunder shall be binding upon TPI until its written consent thereto is obtained and provided further that payment to an assignee of any claim under this Order shall be subject to setoff to any present or future claim which TPI may have against Supplier.
6.LIENS, CLAIMS, ENCUMBRANCES. Supplier warrants and represents that all goods delivered hereunder shall be free and clear of all liens, claims or encumbrances of any kind or
7. INSPECTION.
7.1 Supplier shall maintain an inspection system satisfactory to TPI covering all equipment, materials and/or workmanship to be used in the manufacture of TPI’s goods or services ordered herein. Records of all inspection work by both TPI and Supplier shall be kept intact and made available upon request during the performance of this order and for six years following delivery under this
7.2 All material shall be in accordance with the latest revision of specifications appearing in the Purchase Order or related documents and at TPI’s option shall be subject to inspection of TPI’s plant or at source. TPI shall have the right from time to time during reasonable business hours to enter Supplier’s manufacturing and assembly operations of Supplier with respect to the quality and performance of goods sold hereunder. Inspection of the material by TPI at any time during the process of raw component inspection, testing, production, and postproduction usage shall not relieve the Supplier from liability for any defects missing there from either patent or
7.3 TPI reserves the right to reject full or partial shipment or lot based on in-house acceptable levels with a reasonable required time period under the facts and circumstances that are
7.4 Payment of invoice does not constitute acceptance of quantity or quality as billed or delivered and all such payments are subject to future
8. REJECTION. All goods purchased hereunder are subject to TPI’s inspection and Goods rejected by TPI for whatever reason shall be held, transported and/or stored at Supplier’s sole expense.
9. CANCELLATION AND RESCHEDULING. TPI reserves the right to cancel or reschedule the manufacture and delivery of all or any portion of the goods ordered hereunder as follows:
9.1 TPI reserves the right to delay or cancel the delivery of all or any portion of the goods ordered hereunder, provided written notice of such delay or cancellation is given to Supplier not less than sixty
(60) days prior to the schedule delivery date for the goods with respect to which delivery is delayed or cancelled. In the event TPI cancels or delays delivery of such goods upon less than sixty (60) days prior written notice. TPI’s liability with respect to such delay or cancelation shall be limited as follows:
9.1.1. Cancellation — TPI’s liability shall be limited to the lesser of Supplier’s documented direct costs incurred with respect to the canceled goods prior to TPI’s notice of
9.1.2. Delay — TPI’s liability shall be limited to the lesser of Supplier’s documented carrying
10. CHANGES.
10.1. TPI shall have the right at any time before completion of this Order by a written instrument signed by TPI to make changes in quantities, in drawings and specifications, in delivery or performance schedules, in methods of shipment and packaging, and in performance criteria, service standards and methods of performance of If such changes cause an increase or decrease in costs or in the time required for performance, Supplier shall promptly notify TPI within thirty (30) days from the date of receipt by Supplier of the notification of change and an equitable adjustment shall be made. All Suppliers providing material are required to notify and receive written approval from TPI before making any changes to the design or manufacturing of the product TPI purchases. Verbal changes are not acceptable. All changes to specifications must be completed by change notification approved in writing by TPI. Changes within a purchase order/agreement, whether the change is quantity, price or specifications, must come from the TPI TPI and be reflected on the purchase order.
10.2. Supplier agrees to notify TPI of any changes to the product, materials, processes, or services that may affect the quality of goods ordered hereunder, such notification of change, is required in advance of any
10.3. Supplier agrees to notify TPI of any changes to the product, materials, processes, or services that may affect the quality of goods ordered hereunder, such notification of change, is required in advance of any
11. TPI may, subject to the provisions of paragraph (12), by written notice to Supplier, cancel all or any portion of this order and/or exercise any other remedy provided TPIs of goods by law or in equity, including any remedy provided under the Uniform Commercial Code, in any of the following circumstances:
11.1. If Supplier fails to make delivery of the goods or to perform the services within the time specified herein or any extension thereof;
11.2. If, in TPI’s good faith judgment, the Supplier fails to perform any of the other provisions of this order in accordance with its terms and does not cure such failure within a period of ten (10) days, or such longer period as TPI may authorize in writing, after receipt of notice from TPI specifying such failure;
11.3. Supplier is in breach of any of the terms or conditions of this order; or
11.4. Supplier becomes insolvent or makes an assignment for benefit of creditors, or if there shall be instituted by or against Supplier any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt or insolvency lay of any jurisdiction or for the appointment of a receiver or trustee in respect to any of Supplier’s property and such proceeding is not dismissed or cured within sixty (60)
12. REMEDIES. Not by of limitation, the remedies of the parties include:
12.1. If TPI cancels this order in whole or in part as provided in Paragraph 11, TPI may procure upon such terms and in such terms and in such manner as TPI may deem appropriate, goods or services similar to those canceled and Supplier shall be liable to TPI for any excess costs for such similar supplies or services, provided that Supplier shall continue the performance of this order to the extent not canceled under the provision of this
12.2. The rights and remedies of TPI provided in this clause shall not be exclusive and are in addition to any other rights and remedies provides by law or under this If TPI is successful in any legal action to enforce the terms of this Agreement or the Purchase Order, TPI shall be entitled to its attorneys’ fees and other legal costs.
12.3. The failure of the TPI to insist upon strict performance of any of the terms of this order or to exercise any right hereunder shall be construed as a waiver to TPI’s
12.4. The Supplier may be excused from performance under this order provided the Supplier notifies the TPIs within ten (10) days of discovery of any of the below named events:
12.5. Force Majeure, including but not limited to, Acts of God, or public enemy, acts of TPI, act of Government with lawful jurisdiction over Supplier in either its sovereign or contractual capacity, fires floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe
13. WARRANTIES.
13.1 Goods. Supplier warrants that all goods furnished hereunder will be merchantable, free from defects in material and workmanship, and will conform to applicable specifications, drawings or descriptions For the purposes of this Order, the term “goods” includes all goods, products, equipment, materials, articles and supplies. If Supplier is responsible for design of the goods according to performance specifications established by TPI, Supplier warrants that the goods will be fit and sufficient for the purposes intended by TPI and will meet TPI’s performance specifications. TPI’s approval of designs furnished by Supplier shall not relieve Supplier of its obligations under this warranty. Such warranties shall survive inspection, testing and acceptance. The warranties of Supplier, together with its service guarantees, shall run to TPI and/or customers. Supplier will promptly reimburse TPI for any loss incurred by TPI due to any defects in such goods and will hold TPI harmless from any third party claims due to defects in such goods.
13.2 Services. Supplier warrants that all services performed hereunder will be carried out in a professional and workmanlike manner, by fully qualified personnel (including any individuals specified to perform them), will conform to applicable performance criteria and the attached services standards and performed strictly in accordance with the attached performance schedule. All services performed will be subject to review and acceptance by TPI and any federal, provincial or municipal government or agency, the approval of which is required or desired by TPI, at the location of performance. If so requested by TPI, Supplier will correct any defective or nonconforming services at Supplier’s sole expense. Supplier will promptly reimburse TPI for any loss incurred by TPI due to any deficiency in services provided and will hold TPI harmless from any claims of third parties due to any deficiency in such services Supplier will promptly reimburse TPI for any loss incurred due to a delay in the performance of services in accordance with the performance schedules as set forth herein, unless the delay in performance arises out of causes beyond the control and without fault or negligence of Supplier. If at any time during the performance of this Order, Supplier expects that it will not be able to perform the services being procured hereunder, in accordance with the applicable performance criteria or service standard or at the times required by the applicable performance schedules, Supplier will promptly notify TPI regarding the anticipated delay in performance, regardless of the reason for the anticipated delay in performance. Any review or acceptance of services under this Order by TPI shall not release Supplier from its warranties, obligations or liabilities under this Order Payment by TPI for services provided under this Order shall not be deemed an acceptance of such services.
14. PATENT INDEMNITY. Supplier agrees to indemnify and save harmless TPI, its successors, assigns, Customers, and the users of goods and/or services covered by this purchase order, from any and all Loses, damages, liabilities, claim demands and suits at law or in equity for actual. Or alleged infringement of any United States or foreign patents, trademark or copyrights arising from the purchase, use or sale of materials covered by this Purchase Supplier further agrees to pay all Royalty and license fees required for the continued use and/or sale of said materials, except insofar as the order calls for materials to be supplied in accordance with TPI’s drawings and specifications.
15. INDEMNIFICATION. If this order involves work to be performed on behalf of or for the benefit of the TPI elsewhere than on premises under the control of the Supplier, or operations of any character of by the Supplier, or operations of any character by the Supplier on the premises of the TPI, the Supplier shall be responsible to indemnify the TPI against all losses, claims, expense, or damages which may result in any way from any accident, injury or damage either to person or property or from death of any persons by reason of any act or omission on the part of the Supplier, its agents, employees or sub-contractors, except to the extent that the accident, injury, damage or death is due solely an directly to the negligence or carelessness of the TPI. The Supplier shall at all times maintain such liability, property damage and employee liability insurance as will protect the TPI from any and all the foregoing risks and from any and all claims under any applicable Workmen’s Compensation or Occupational Disease Acts and shall supply, upon request of the TPI, certificates satisfactory to the TPI evidencing such
16. PROPRIETARY DISCLOSURES. Supplier agrees that devices, drawings, data, designs, reports and other business, financial, or technical information (or any information contained therein) (“Confidential Data”), supplied by TPI and relating to this Order is the proprietary property of TPI and such Confidential Data shall be held in confidence by Supplier. The Confidential Data shall only be used for the purposes of this Order, and shall not be reproduced, used or disclosed to others without TPI’s prior written consent, except as necessary for the performance of this Order. Except with TPI’s prior written consent, information which Supplier shall have disclosed or may hereafter disclose to TPI in connection with the placement and performance of this Order shall be deemed non-confidential and non-proprietary and Supplier agrees not to assert any claims (except claims for patent infringement) by reason of the use, duplication or disclosure thereof by TPI and/or its successors, assigns or customers. Upon completion of this Order, Supplier shall, at TPI’s request, either dispose of or return all Confidential Data including all copies to TPI.
17. SPECIAL TOOLING, DRAWING OR SPECIFICATIONS.
17.1. Supplier is responsible for the protection, calibration, maintenance, and care (other than normal wear) of all tooling equipment which shall be subject to surveillance inspection upon notice and shall be returned in an acceptable condition upon demand or
17.2. Except as otherwise specified in this order, all special tooling, including jigs, dies, fixtures, molds, patterns, special gauges, special test equipment and other items shall be furnished by and at the expense of Supplier for the TPI, and shall be stamped, painted, or legibly marked “Property of TPI Custom Solutions” and shall be stored separately when not in use. Special tooling shall be kept in good condition by Supplier and when necessary, replaced by Supplier without expense to the TPI
18. EQUAL OPPORTUNITY EMPLOYER. TPI is an Equal Opportunity Employer. If applicable, both parties agree to incorporate the requirements of 41 C.F.R. section 60-1.4(a), 60 -300.5(a), and 29 CFR 471 Appendix
19. GOVERNING LAW. The parties hereto agree that this Order and the acceptance thereof shall be a contract made in the state of Minnesota, USA, that its formation and performance are governed by the laws thereof and that the Courts of Minnesota shall have exclusive jurisdiction of any cause of action arising This Order, as the same may be amended or modified in writing, and any documents referred to herein, supersede all prior understandings, transactions and communications with respect to the matter referred to herein. The invalidity in whole or in part of any condition of this Order shall not affect the validity of other conditions.