Purchase Order Terms & Conditions

1. GENERAL – Buyer’s Purchase Orders constitute agreements by Indak Manufacturing Corporation and/or its affiliates (Buyer) to buy goods from Seller. If Seller ships goods to Buyer, then each such shipment constitutes Seller's acceptance of these Terms & Conditions to the exclusion of any provisions contained in or attached to Seller's quotations, acceptances, or any other documents. Buyer’s Purchase Order supersedes any quotation previously submitted by seller covering the same or any similar product. These Terms & Conditions shall prevail over any contrary provisions in any of Seller's Any deviation from these Terms & Conditions by Buyer does not constitute a waiver of these Terms & Conditions for any purpose.
2. CHANGE CONTROL - No change or deviation by Seller in documentation, specification, drawing, design, production process, material, manufacturing location, third party supplier, product, etc. shall be permitted without Buyer’s prior written approval.
3. ACKNOWLEDGEMENTS - Buyer will e-mail each newly issued Purchase Order to Seller. Seller must acknowledge each Purchase Order by return e-mail within three (3) days to ensure the Seller received Buyer’s Purchase Order, and that Seller can meet Buyer’s delivery specifications in the Purchase Order. Failure by Seller to send Buyer such a return e-mail within three (3) days will be deemed a rejection of the Purchase Order by Seller and Buyer’s Purchase Order will be deemed cancelled.     If Buyer’s requested delivery date cannot be met, Seller must notify Buyer in writing with Seller’s best date of delivery. 
4. DELIVERY - Deliveries are to be made both in quantities and at times specified in schedules furnished by Buyer. The delivery dates shown on Purchase Orders and Purchase Order Modifications are Buyer’s in-house dates. Buyer allows +0 / -5 working days for delivery if Seller is located outside of Illinois and +0/-2 if in Illinois. 

Seller shall comply with any of Buyer's routing instructions, including mode of shipment. Seller must pay all transportation cost premiums and/or cancellation charges resulting from Seller's failure to comply with Buyer's shipping or delivery instructions.

Buyer may from time to time change delivery schedules or direct temporary suspension of scheduled shipments by providing Seller with written notice of such changes.

If Seller misses a scheduled delivery and it causes a shortage on any production line, then Seller will responsible for premium freight to Buyer’s using plant.  If Buyer incurs any liability to its customer or a third-party because of Seller's delay in delivery of parts or Seller's failure to manufacture or deliver parts in keeping with Buyer’s Purchase Order, then Seller shall indemnify and hold Buyer harmless against all resulting liability, judgments, attorneys' fees, and costs of every kind.

If Seller’s product arrives earlier than scheduled, then Buyer may return it at Seller’s expense.

5. PRICE - All prices are f.o.b. Seller's factory unless otherwise specified. When quoting a new product, Seller’s price must be firm for a minimum of eighteen (18) months from the start of production, unless otherwise specified.

Seller must submit proposed price change requests in writing to Buyer four (4) weeks before the proposed effective date and must provide justification for such proposed increases.  Seller’s proposed price increase requests contained in Seller’s acknowledgements will be considered only if a formal quote accompanies the acknowledgement.

6. LEAD-TIMES – Seller must notify Buyer if lead-times change, either in writing or verbally within 48 hours of Seller learning of such lead-time changes, and not wait until Seller receives an order from Buyer, or any resulting late shipments by Seller to Buyer shall be deemed late and the applicable terms of paragraph 4 above shall apply.
7. OVER-SHIPMENTS – Buyer allows +/- 5% on the quantity ordered. If Buyer receives in excess of 5% over-shipment, then Buyer may return overage to Seller at Seller’s expense.
8. TAXES - Prices on the goods are exclusive of all taxes and tariffs which, if due, are to be paid by the Buyer. The Buyer shall be responsible for supplying evidence of exemption from taxes.
9. CREDIT & COLLECTION - Buyer agrees to pay Seller for all goods within sixty (60) days of delivery. Seller may not charge penalty or interest if Buyer's payments are received late. If Seller retains an attorney to collect from Buyer any amounts past-due, then Seller shall pay Seller's costs of collection of money due and unpaid, including reasonable attorneys’ fees and costs. Seller may not suspend performance, decline to ship, or stop any material in transit due to any late payments before providing Buyer one hundred twenty (120) days advance written notice of Seller's intent to do so.
10. PACKAGING - Buyer reserves the right to select the manner in which Seller packages the Special requirements for packing will not be subject to extra charges. All surface mount components must be on tape and reel unless otherwise specified and the manufacturers label must appear on each reel.  Electronic components with missing or illegible manufacturer’s name or lot or date codes will not be accepted.

All cartons must have the information listed below on every label, and there must be a label on every carton in the upper right hand corner on the outside of the box.  The labels must be facing the outside, if on a skid.

INDAK PART NO.      DESCRIPTION                    REVISION     

QUANTITY                             SUPPLIER NAME              INDAK P.O. No.

11. CANCELLATION OR DELAY - Seller may not countermand or defer deliveries of parts subject to this Purchase Order except with Buyer's prior written
12. QUALITY LEVELS – Seller’s goods shall be manufactured to the Buyer's standard quality level. Any changes from this quality standard must be agreed upon in advance and in a writing signed by both Buyer and Seller.
13. WARRANTY - Seller warrants and guarantees that the parts and services covered by Buyer’s Purchase Order will conform to the specifications, drawings, samples, or descriptions furnished to or by Buyer, if any, and will be merchantable, of good material and workmanship, and free from defect. In addition, Seller acknowledges that Seller knows of Buyer's intended use and warrants and guarantees that all goods and services covered by this Purchase Order that Seller selects, provides, designs, manufactures, or assembles based on Buyer's stated use will be fit and sufficient for the particular purpose intended by Buyer. The warranty period shall be that provided by applicable law, except that if Buyer or Buyer's customer offers a longer warranty to its customers or/and users for goods installed on vehicles, then such longer period shall apply.
14. SELLER LIABILITY - Seller agrees to indemnify, defend, and hold Buyer, its officers, directors, employees, affiliates, and agents (collectively, the "Indemnified Parties") harmless from and against all claims and damages, costs, losses, and all other requirements to pay or perform any obligation, including actual, consequential, punitive, and other damages, economic or non-economic loss suffered by an Indemnified Party or any third party, with interest, penalties, and legal fees and costs, due to or arising out of Seller's involvement in Buyer’s Purchase Order, Seller's acts or omissions, Seller's performance of its obligations, or the sale, design, development, manufacture, warning, testing, failure, or unsuitability of the materials, parts, or any component or system manufactured or sold by Seller, or the system into which the Seller's parts or services are incorporated, or any defect or failure in any of the same, whether arising under a claim of any person or entity, a lawsuit, or administrative or other proceeding, under tort, product liability, contract, warranty, strict liability theory, or other legal theory. This paragraph shall also apply to any lawsuits or claims of any kind brought by any of Buyer's customers or/and users against the Buyer alleging damages because the final product in which Seller's parts were installed had to be recalled due to any partial or complete defect in Seller's This paragraph shall also apply to any patent, trademark, copyright, or other intellectual property claims brought against Buyer by any person or entity alleging that Buyer violated such a person’s or entity's intellectual property rights by using any part or components applied to Buyer by Seller.
15. COMPLIANCE WITH LAWS - Seller will comply with all federal, state, and local laws and regulations governing Seller's performance. Seller hereby certifies that all products covered by this quotation will be produced in compliance with (a) all applicable requirements of federal law, including, but not limited to, Sections 6, 7 and 12(1) or the Fair Labor Standards Act of 1938 as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof, and (b) all non­discrimination provisions based upon race, color, creed, national origin, age, sex, religion, or any other protected class as set forth in Title VII of Civil Rights Act of 1964 and Executive Order 11246 to insure equality of opportunity in all aspect of employment, and (c) the U. S. Environmental Protection Agency, The California Air Resources Board, the Consumer Product Safety Commission, American National Standards Institute, Inc., Underwriter’s Laboratories, Inc., the Restriction of Hazardous Substances Directive, and the California Transparency in Supply Chains Act, as applicable, as well as in compliance with all applicable state and local laws.
16. INSPECTION - All goods subject to Buyer’s Purchase Order shall be received subject to Buyer's inspection and rejection. Defective material or material not in accordance with Buyer's specifications will be held for Seller's instruction and at Seller's risk and if Seller so directs, will be returned at Seller's expense. Payment for such goods on Buyer’s Purchase Order before Buyer’s inspection shall not constitute acceptance thereof, nor will acceptance remove Seller's responsibility for latent defects. If for any reason goods received do not meet Buyer’s specifications, then Buyer reserves the right to retain and correct their defects and charge Seller with reasonable repair costs.
17. RETURNS OR REPAIRS - Buyer may return goods subject to Buyer’s Purchase Order for repair or credit without Seller's prior written authorization. Seller shall pay all transportation and other charges associated with such returns. Correspondence concerning all returned products should be addressed to Buyer's Northbrook office. Buyer reserves the right to impose a service charge to cover inspection, testing, and handling of any product.
18. REPLACEMENT ORDERS - When Buyer rejects goods covered by the Purchase Order, Buyer will notify Seller via email. Seller shall then have a maximum of five (5) working  days for replacement goods to arrive at Buyer’s designated address. Seller’s failure to deliver replacement goods at Buyer’s designated address within five (5) working days from receipt of such e-mail from Buyer shall constitute a missed scheduled delivery and the terms of paragraph 4 above shall apply. 
19. TOOLS - Unless otherwise agreed in writing, Seller, at its own expense shall furnish, keep in good condition, and replace when necessary all dies, tools, gauges, fixtures, molds, and patterns necessary for the production of the goods ordered. The cost of changes in the aforementioned items necessary to effect design or specifications changes ordered by Buyer shall be paid for by Buyer. Seller shall always cover said tools, dies, etc., with full fire and extended coverage insurance and shall furnish Buyer with evidence of said coverage upon demand. Buyer has the option, however, to take possession of and title to any dies, tools, gauges, fixtures, molds and patterns that are special for the production of the material covered by its Purchase Order and shall pay to Seller the unamortized cost thereof; provided, however, that this option shall not apply if the goods hereby ordered are the standard product of Seller or if a substantial quantity of like goods are being sold by Seller to others.
20. TOOL INDENTIFICATION- All tools and equipment purchased by Buyer must be permanently marked with Buyer’s part number so that the ownership of items is visibly and clearly understood. The tools and equipment must be stored in a safe environment at all times, whether active or not.  The tools and equipment may not be disposed of unless written consent is issued by Buyer.
21. TOOL PAYMENT TERMS – If Buyer orders tooling from Seller, then Buyer shall pay for such tooling in equal one-third payments as follows, unless Buyer and Seller agree to a different schedule in writing: Buyer shall send the first one-third payment within two weeks of its issuing the Purchase Order; Buyer shall send the second one-third payment upon submission of tooling to Buyer; and Buyer shall pay the third one-third payment within two weeks of Buyer’s approval of such tooling.
22. CONFLICT OF FORMS -The terms of this Purchase Order supersede the terms contained in any quotation, acceptance, or other documents issued by Any additional or different terms in Seller's forms are deemed material alterations to any contract between Buyer and Seller, and Buyer gives notice of its objection to any additional or different terms in Seller's documents.
23. SHIPMENT NOTIFICATION - Buyer requires Seller to provide computerized advance shipment notifications transmitted at the time of shipment unless Buyer waives this obligation in writing.
24. INVENTORIED COMPONENTS AND PARTS- Seller shall maintain in inventory sufficient components and finished parts needed to make timely delivery to Buyer of finished goods subject to its Purchase Order. Seller and is solely responsible for any and all costs associated with Seller buying or manufacturing any components needed to build the goods, and for buying or manufacturing any finished goods. Seller may only charge Buyer for finished goods actually ordered by and delivered to Any costs associated in buying or manufacturing such components or finished goods in Seller's possession or inventory when Buyer stops buying parts are Seller's exclusive responsibility, and Buyer has no obligation whatsoever to compensate Seller for such components or finished goods.
25. CHANGES IN SELLER'S SUPPLIERS- Seller may not change suppliers of any components that Seller uses to build the goods subject to the Purchase Order without notice to and prior written approval of Buyer.
26. MATERIAL FURNISHED BY BUYER - Any material furnished by Buyer, on other than a charge basis in connection with this order, shall be deemed as held by Seller upon consignment. All such material not used in the manufacture of the products covered by this order shall, as directed, be returned to Buyer at Buyer's expense and if not accounted for or returned shall be paid for by Seller.
27. ENGINEERING CHANGES - Seller may not modify the design or process it uses to build the parts that are the subject of the Purchase Order without prior notice to and written approval of Buyer.
28. PRODUCTION FACILITIES - Seller can move the place where it produces any parts within any of Seller's plants, or may move the place it produces the parts from one of Seller's plants to another of Seller's plants, or may outsource some or all of the production of the parts to third-parties' plants only with prior notice to and written approval of Buyer.
29. SELLER'S RIGHT TO TERMINATE - Seller may terminate the agreement resulting from Buyer’s Purchase Order either (a) three (3) years after so notifying Buyer in writing of its intent to terminate, or (b) when Seller finds a third party which, in Buyer's sole judgment, is ready, willing, and able to supply Buyer with the parts of the same or better quality, under the same Terms and Conditions, and at the same or lower price as stated in Buyer’s Purchase Order, whichever occurs first. Upon termination, Buyer retains all rights to any tools, drawings, records, designs, and intellectual property related in any way to the parts covered by Buyer’s Purchase Order.
30. BUYER'S RIGHT TO TERMINATE - Buyer may terminate any Purchase Order at any time by giving written notice to
31. DRAWINGS AND SPECIFICATIONS -All drawings, data, designs, patents, instructions, models, software, specifications, and other technical information of any kind, written, oral, or otherwise ("Designs"), supplied or prepared by Seller or its subcontractors or suppliers relating in any way to parts covered by Purchase Order are and shall remain Buyer's property. Buyer may use and disclose such Designs without Seller's prior written consent.
32. QUALITY - All products must be defect free. Incoming inspection is based upon Buyer’s C=0 sampling plan.   SPC data and product certification must be available upon request for all shipments.    
33. QUALITY CERTIFICATION STANDARDS - Seller acknowledges that it assumes all responsibility for ensuring, at its sole cost, that all testing and analysis as is needed to meet ISO 9001 and ISO 13485 requirements, or any other quality certification standards that Buyer or Buyer's customer requires on parts, components, materials, systems, and processes incorporating or involving any product sold by Seller to Buyer will be properly completed, and satisfied, regardless of whether Buyer is or has been certified as meeting such certification requirements separate from Buyer’s Purchase Order.
34. ALTERNATIVE DISPUTE RESOLUTION AND CHOICE OF LAW – By completing any forms to fulfill Buyer’s Purchase Order, Seller agrees that Illinois law shall govern any and all disputes that may arise between the parties related directly or indirectly to the Buyer’s Purchase Order. Any such disputes shall be subject to mandatory mediation, and if such mediation is unsuccessful in resolving such disputes, binding arbitration using the commercial mediation and arbitration rules and services of JAMS, a dispute resolution company, in its Chicago, Illinois office. Any final order issued by JAMS is enforceable by either the Circuit Court of Cook County, Illinois or the United States District Court for the Northern District of Illinois. If any such disputes require a temporary restraining order and/or preliminary injunction, then either party may first pursue such remedies in either the Circuit Court of Cook County, Illinois or the United States District Court for the Northern District of Illinois, but after the preliminary injunction hearing, such disputes become subject to the mediation and arbitration agreement detailed above, and any court case filed for purposes of injunctive relief shall be dismissed with prejudice. Each party shall bear their own attorneys’ fees and costs in any such mediation, but if arbitration becomes necessary, then the non-prevailing party shall pay the reasonable attorneys’ fees and costs that the prevailing party incurred in any such arbitration, plus the reasonable attorneys’ fees and costs that such prevailing party in any such arbitration may have incurred in any temporary restraining order and/or preliminary injunction court proceedings that preceded any such mediation and arbitration.
35. No Other Terms and Conditions Apply - These are the only Terms & Conditions that apply to any portion of the agreement between Buyer and Seller, and no other terms and conditions not stated in this Purchase Order shall be deemed to apply merely because such other terms and conditions appear in a standard set of terms and conditions issued by Seller.

T&Cs 29 Apr 2024 MRC