Please observe SOLO’s Purchasing Terms and Conditions:
ACCEPTANCE: ALL previous SOLO Purchase Orders, Releases, or Qualified Purchase Release prior to this document are VOID as this document supersedes all previous documents. This order is Buyer’s offer to purchase the goods or services (the “Products”) described in this order. Acceptance of this offer is limited to its terms. This order consists only of the terms contained herein and in any documents or specifications expressly incorporated herein by reference. For purposes of this order, the term Seller includes any seller of goods and/or seller/contractor providing services hereunder.
BLANKET ORDERS: If this order is identified as a “blanket order”, Buyer shall issue a “Vendor Release and Shipping Schedule” to Seller for specific part revisions, quantities and delivery dates for Products. Buyer shall have the right to cancel, adjust or reschedule the quantities of Products shown in such “Vendor Release and Shipping Schedule,” except that it may not cancel, adjust or reschedule the Products shown as “Firm Obligations” on such “Vendor Release and Shipping Schedule” without Seller’s agreement. Seller will retrieve the releases through electronic data interchange (EDI) or the Buyer’s web supplier portal.
WARRANTY: Seller warrants that it has good title to the Products, free and clear of all liens and security interests. Seller warrants that the Products will conform to any drawings, specifications, statements of work, samples, and/ or other descriptions and requirements relating to the Products furnished by Buyer as part of this order. Seller warrants that Products will be merchantable, fit and sufficient for the purpose intended, free from defects including, but not limited to, defects in design, materials and workmanship, and in compliance with all applicable statutes, regulations and industry standards; provided, however, that Seller shall not be responsible for any such defect or non-conformity in the Products to the extent due to Seller’s conformance to any drawings, specifications, statements of work, samples, and/or other descriptions or requirements of Buyer.
QUALITY ASSURANCE: Seller shall qualify as an acceptable vendor in compliance with the requirements of the Buyer’s Supplier Quality Systems Requirements (SQSR) within a reasonable time after Seller accepts Buyer’s initial order for Products. Seller shall also supply initial samples and documentation per the Production Part Approval Process (PPAP) for approval prior to the commencement of production runs by Seller and shall not supply additional Products until such approval has been received. After its initial qualification, Seller shall maintain its status as an acceptable vendor under Buyer’s requirements, including those set forth in the SQSR.
PRICES AND PRICE ADJUSTMENTS: The prices shown in this order shall remain firm throughout the term of this order unless Buyer expressly agrees to adjust such prices through a purchase order revision. The prices shown include all applicable charges to be invoiced to Buyer and, if Seller determines that any agreed upon charge for dunnage, pallets, handling, or otherwise, has not been included in such prices, then Seller must notify Buyer of any such additional charge prior to Seller’s acceptance of this order or Seller’s first provision of Products hereunder. Seller shall only invoice taxes which it is required by law to collect from Buyer and shall not invoice any tax for which Buyer has furnished a valid tax exemption certificate. Any tax included on the invoice shall be shown on a separate line labeled “tax”. Seller represents that its prices charged for Products under this order are at least as low as the prices charged by Seller to buyers of the same kind as Buyer under conditions substantially similar to those specified in this order. Unless Buyer explicitly agrees in writing to the contrary, Seller shall not be entitled to any price increases hereunder other than those price increases that result from the application of the materials adjustment mechanism agreed to, in writing, by the parties hereto.
SHIPPING AND DELIVERY: Seller will comply with Buyer’s “ship to” and “bill to” instructions as shown in this order or in the applicable “Vendor Release and Shipping Schedule.” Seller will follow packaging specifications as prescribed by the Buyer, including the use of bar-coding at item and package levels, or any other Buyer-defined identification method. All new packaging must be pre-approved by the Buyer. In the event of any discrepancy between Seller’s invoices and Buyer’s receiving records, Seller shall fully cooperate with Buyer to resolve all such issues within sixty days after the identification of such discrepancy, including Seller’s reconciling its packing slip number to its invoice number.
CHANGES: By giving written notice to Seller, Buyer may modify, at any time, the specifications, designs or drawings, samples or other descriptions to which the Products are to conform or the methods of shipment and packaging, or the place of delivery, of the Products. If such modification affects the cost of, or the time required for the performance of, any part of the work under this order, and if Seller makes a written claim for adjustment within thirty (30) days after receipt of the written notice requiring such modifications, then Buyer shall make an equitable adjustment to the terms of this order within a reasonable time. Only modifications for which Buyer submits a written notice to Seller shall become part of this order. Requiring such modifications, then Buyer shall make an equitable adjustment to the terms of this order within a reasonable time. Only modifications for which Buyer submits a written notice to Seller shall become part of this order.
INFORMATION: If Buyer supplies business or technical information to Seller in association with this order, including, but not limited to, drawings, data, designs, prototypes, inventions and computer software, then such information shall remain Buyer’s property and Seller shall hold it in confidence and regard it as confidential information. Seller shall not reproduce, use or disclose such information to others for any purposes without Buyer’s prior written consent and Seller shall not use such information for its own benefit without benefit to Buyer or to the detriment of Buyer. Seller may use Buyer’s confidential information only for the production and supply of Products to Buyer. Such information shall be returned to Buyer upon completion by Seller of its obligations under this order or at any time upon Buyer’s demand, along with all copies Seller has made and all other documents in which such information has been incorporated.
INDEMNITY: Seller shall defend, indemnify and hold Buyer, its successors and assigns, their principals, affiliates and subsidiaries, including their respective directors, officers, employees, agents and representatives, harmless from and against any and all liabilities, damages, losses, claims, demands, actions, costs and expenses (including actual fees for attorneys, experts and consultants, settlement costs and judgments), occasioned by, resulting from, or arising out of any claim, by whomever asserted and regardless of nature or kind, including without limitation, for personal injuries (including death) and damage to property, whether in tort or under contract, directly or indirectly, in whole or in part occasioned by, resulting from, or arising out of (a) any defect or alleged defect in the Products supplied by the Seller; (b) any noncompliance or alleged noncompliance by the Seller with any of its representations, warranties or obligations under this order or any release; or (c) any negligence or fault, or alleged negligence or fault of the Seller in connection with the design, production, or manufacture of the Products.
ASSIGNMENT: Seller may not assign this order, or any of Seller’s rights or duties under this order, including any assignment by operation of law, nor subcontract the performance of any of its duties under this order, without Buyer’s prior written consent, which consent Buyer may, in its sole discretion, withhold. The terms and conditions of this order shall bind any permitted successors and assigns of Seller.
EXCUSABLE DELAYS: Neither Seller nor Buyer shall be liable for damages for delay in or prevention of its performance of this order arising out of causes beyond its reasonable control and without its fault including, but not limited to, acts of God or of the public enemy, acts of any Government in either its sovereign or contractual capacity, fires, floods, or freight embargoes. A party seeking to have its performance under this order excused pursuant to the terms of this section must notify the other party in writing within ten (10) days after the beginning of any cause which may excuse its performance hereunder. If all or any material portion of Seller’s performance under this order is excused, or is reasonably anticipated to be excused, under this section for a period exceeding thirty (30) days, Buyer shall have the right to terminate this order immediately upon written notice to Seller without further liability or obligation to Seller. For the avoidance of doubt, Seller understands and agrees that strikes, lockouts or other labor disputes shall not be considered events of excusable delay for purposes of this order. Notwithstanding anything herein to the contrary, however, the party whose performance is excused hereunder, in whole or in part, shall nonetheless be obligated to continue to use commercially reasonable efforts to recommence performance, to the greatest extent possible, without delay
TERMINATION RIGHTS: Buyer may terminate the performance of work under this order (or any part thereof) at any time without cause upon written notice of termination to Seller. Upon receipt of such notice, Seller shall, unless the notice directs otherwise, immediately discontinue work under this order. Within thirty (30) days after receipt of the written notice of termination, Seller shall submit any claim for its expenses resulting from the termination and Buyer shall promptly make a reasonable settlement of the claim. The foregoing notwithstanding, Seller agrees that it will, in no event, be entitled to claim or recover under any such settlement or otherwise for its development costs, lost profits or any other expense, loss, damage or liability in the nature of consequential, indirect, or special damages. Buyer shall only consider those direct out-of-pocket expenses actually incurred by Seller which are directly attributable to Buyer’s termination pursuant to this paragraph of this Section 16. Moreover, Seller shall not be entitled to seek recovery for its costs of tooling used for the manufacture of Products unless Buyer and Seller have entered into a separate written agreement pursuant to which Buyer has agreed to be responsible for such costs.
HAZARDOUS MATERIALS & RESTRICTED SUBSTANCES: Seller shall notify Buyer of all “hazardous materials” (as that term is defined in applicable federal, state and local statutes) which are contained in the Products. Seller shall furnish Buyer with copies of all applicable “Material Safety Data Sheets” for Products no later than the initial shipment date under this order. Seller shall also comply with all laws, orders and regulations pertaining to the use, storage, transportation and disposal of restricted, toxic and hazardous materials.
RECALL CAMPAIGNS: Seller shall indemnify and hold Buyer harmless against all losses, liabilities, damages, costs and expenses incurred by Buyer or its customers if Buyer recalls from Buyer’s customers or others any Products furnished hereunder or an end product employing any such Products as a part or component thereof or repairs, replaces or refunds the purchase price of such Products or end product. This indemnity shall apply only if the recall, repair, replacement or refund (a) is required pursuant to applicable statutes, laws or regulations; (b) is required pursuant to Buyer’s contractual obligations to its customers, end users or end customers; or (c) in Buyer’s reasonable commercial judgment, is necessary to preserve Buyer’s commercial reputation as a supplier of reliable, high quality products.
GOVERNING LAW: This order shall be governed by the laws of the state of Michigan, including the Uniform Commercial Code, but excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods, and excluding Michigan law with respect to conflicts of law.
ENGINEERING DOCUMENTS AND CHANGE: Suppliers are required to notify customers immediately and before any change to any process, product, or line before implementing a change. Any change MUST be approved before implementing any such change. This change may be approved by email notification, signed deviation, or Re-PPAP with signed PSW.
LIMITATIONS: Seller agrees that any claim by Seller to recover the amount of any alleged undercharges on invoices previously paid by Buyer shall be limited to invoices issued no later than six (6) months prior to the date such claim is first asserted by Seller. Notwithstanding anything to the contrary, however, nothing herein shall preclude or otherwise limit Buyer’s right to contest Seller’s entitlement to the alleged undercharge amounts.
ENTIRE AGREEMENT: This order, including all documents incorporated herein by reference, contains the entire agreement between Buyer and Seller with regard to the purchase and sale of the Products sold under this order. This order supersedes any prior agreements or discussions (whether written or oral) between Buyer and Seller about the subject matter of this order. No amendment or modification to this order shall be valid unless made in writing and signed by a duly authorized representative of each of Buyer and Seller.