Revision 08/23/2023

TERMS AND CONDITIONS FOR FULFILLMENT OF PURCHASE ORDER 

CONTRACT SUBMISSION  

This order is an offer to purchase. It is not an acceptance or confirmation of any offer from Seller. The seller, by delivering materials of or performing any service called for hereunder, shall have agreed to the terms of this order. No variations in or conflicts with these terms shall be effective without Buyer’s written consent. Any contract resulting from the acceptance of this order shall be interpreted and construed under the laws of the State of Illinois. 

GENERAL TERMS AND CONDITIONS 

1. ORDER CONFIRMATION: Order confirmation is required upon receipt of purchase order within 24 hours. Response shall confirm product or service, ship on or delivery date and price. Please send confirmation to purchasing@sandstromproducts.com.
   
2. ON TIME DELIVERY: 
   • Time is of the essence. If Seller acknowledges this order with a delivery date inconsistent with that specified by Buyer, Buyer may cancel this order.  
   • Seller shall notify Buyer immediately of any situation that may delay or threaten to delay the timely fulfillment of this order. All or any portion of this order may, at Buyer’s option, be cancelled without liability on Buyer’s part if delivery is not made as or when specified.
     
3. QUANTITY: Buyer need not accept any variation in quantity except as specified herein.
   
4. PRICE AND INVOICING: 
   • The product or service ordered herein shall be invoiced at the price stated on the submitted purchase order or current prevailing price, whichever is lower. 
   • If price is not shown on the order, the Seller shall promptly advise Buyer of current price and receive agreement in writing. 
   • When invoice is subject to cash discount, the discount period shall be calculated from the date the invoice is received by Buyer. 
   • Buyer’s raw material code, when applicable, shall be on all invoices.
     
5. SHELF LIFE: Minimum 80% shelf life required on all items unless otherwise specified on the purchase order or agreed to in writing. 
6. INSTALLATION: If this order requires Seller to furnish services or perform work on the Buyer’s premises, Seller agrees, whether or not a separate charge is assessed, that each employee of the Seller, or third party brought on by the Seller, in performing such services, is not and shall not be deemed to be an agent or employee of Buyer. Seller assumes full responsibility for its, and any third party brought onto the property, acts and omissions and agrees to hold the Buyer harmless from any claims whatsoever arising therefrom. Seller assumes exclusive liability for any payroll or taxes imposed upon employer by a Federal or State law. In addition, if Supplier uses a third party, the Supplier shall ensure third party maintains the same insurance coverage that is required by these Terms and Conditions for the Supplier.  
7. INDEMNITY AND INSURANCE: Seller, at its expense, shall indemnify Buyer and save Buyer harmless from any and all liability, demands, causes of action or claims, whether well founded or otherwise, including the cost of defending the same, for bodily injury or death, to any person or damage to property, either real or personal, of any person whomsoever in any way arising out of, in the course of, or in connection with the goods or services purchased hereunder or the operations of the Seller in carrying out the provisions and terms of this Agreement. Seller shall maintain such public liability insurance, including products liability, completed operations, contractors liability and protective liability, automobile liability insurance (included non-owned automobile liability) and Workmen’s Compensation, and employer’s liability insurance as will adequately protect Buyer against such damages, liabilities, claims, losses and expenses (including attorney’s fees) as are described in this paragraph. Seller agrees to submit certificates of insurance evidencing its insurance coverage, listing the Buyer as an additional insured, when requested by Buyer. 
8. WARRANTIES: All purchases are subject to Buyer’s approval notwithstanding prior payment and, if not satisfactory or in accordance with specifications, may, at Buyer’s option, be returned at Seller’s expense for transportation both ways. Seller warrants that the goods hereunder conform to specifications are fit for the intended purpose represented by Seller, merchantable, of highest quality and workmanship, free from defects in material and workmanship and are owned solely by Seller. Seller shall indemnify and save and hold Buyer harmless from and against any and all damages, losses, demands, costs and expenses arising from claims by third parties for property damage, personal injury and other losses or damages arising from Seller’s breach of its obligations hereunder. 
9. TAXES: Prices or terms stated on the purchase order include all local, state and federal taxes, if any, applicable to this order unless otherwise stated herein. 
10. PATENT INDEMNITY: Seller warrants the goods sold hereunder, the methods of manufacture thereof, and the use of such goods, where a representation of suitability for such use, expressed or implied, has been made, do not infringe any United States or foreign letters patent and agrees to indemnify Buyer against any damages, costs and expenses in any suit against Buyer alleging such infringement, provided Buyer gives Seller prompt notice in writing of the institution of any such suit and permits Seller, if it so elects, to enter and defend, settle or otherwise terminate such suit. 
11. WAIVERS: No waiver or breach of any provision of this contract shall constitute a waiver of any other breach of such provision or of any other provision. 
12. ASSIGNMENT: Seller shall not assign any of its rights, interest or obligation under this order without prior written permission of Buyer. 
13. FURNISHED MATERIALS / PROPRIETARY INFORMATION: 
    • All drawings, artwork, special products, materials, information or data furnished by Buyer as Buyer’s exclusive property, shall be used by Seller solely for Buyer’s work, shall be protected as confidential proprietary information and shall be returned promptly at Buyer’s request. 
    • All material, supplies and equipment furnished by Buyer on consignment for processing, repair or otherwise shall remain the property of Buyer, shall be maintained by Seller in good condition, shall be used by Seller only for Buyer’s work and shall be returned to Buyer at Buyer’s expense on completion, or shipped elsewhere or disposed of, as Buyer may direct, with certification that such action has been completed at Buyer’s expense. 
14. GOVERNMENT CLAUSE: Purchase orders for fulfillment of Government contracts or subcontracts are subject to additional FAR and DFAR clauses available on Buyer’s website. Indication of applicability shall be made on purchase order. 
15. ETHICAL / BEHAVIOR STANDARDS: Seller shall neither receive not give any gifts or gratuities in connection with this contract. The seller’s employees are required to conduct company business with integrity and maintain a high standard of conduct in all business-related activities. Ensure that their personnel are aware of their contribution to the conformity of products and services, product safety, and the importance of ethical behavior. 

REGULATORY TERMS 

1. LAWS AND REGULATIONS: Seller, in the performance of this purchase order, shall comply with all applicable laws, statutes, orders, acts, codes, rules and regulations of the United States and its individual states (including, but not limited to, the Fair Labor Standards Act, the Equal Opportunity Clause, the Walsh-Healey Act, the Occupational Safety and Health Act, Executive Orders, export/import laws and regulations, including the Export Administration Regulations, Uniform Commercial Code, Environmental Protection Acts, Toxic Substances Control Act), and of other Countries or Unions. Seller will indemnify Buyer against any and all loss, cost, liability, damage or expense arising from or related to Seller’s failure to comply with this provision. 
2. DENIED PERSONS LIST: Seller and Seller’s suppliers shall not conduct any business transaction with the “Denied Persons List” published by the U.S. Department of Commerce, the “Denied Parties List” published by the Department of State and the “Specially Designated Nationals” list published by the Department of Treasury, Foreign Assets Control in performance of this purchase order. 
3. CONFLICT MINERALS: Seller shall disclose all information regarding sourcing for any conflict mineral (as identified in the Conflict Minerals provision (Section 1502) of the Dodd-Frank Wall Street Reform and Consumer Protection Act) supplied at time of purchase order submission or before. For any conflict mineral supplied, DRC Conflict-Free sourcing is required and any products sourced from a smelter must have their supplier identified on the CFS Compliant Smelter List. 
4. WORKER RIGHTS: Seller shall employ only workers who meet the applicable minimum legal age requirement for employment in the country or countries in which they are doing business. Seller shall not employ any prison, indentured or forced labor. Seller shall comply with all applicable laws, regulations and industry standards on working hours and working conditions.  Seller shall certify that materials incorporated into goods provided to Buyer comply with the laws regarding slavery and human trafficking of the country or countries in which Seller is doing business. If Buyer determines Supplier has violated these standards, Buyer may, in its discretion, either terminate this purchase order and/or require the Seller to implement a corrective action plan as a condition of future business. 
5. NOTIFICATION OF TOXIC CHEMICALS: Where applicable, Seller will comply with Section 313 of the Emergency Planning and Community Right to Know Act of 1986 (EPCRA) and 40 CFR Part 372. Seller will notify Buyer of the following information with the initial shipment of each item to Buyer:  
   • A statement that the product contains chemicals subject to Section 313 of Title III of the Superfund Amendments and Reauthorization Act of 1986 and 40 CFR 372.45.
   • The name and associated Chemical Abstract Service Registry number of each chemical which has been incorporated in the product and which is listed in the specific Toxic Chemical Listings contained in 40 CFR 372.65. 
   • The percent by weight of each toxic chemical component of the product shipped. This notification must be attached to or otherwise incorporated into Seller’s Safety Data Sheet (SDS) whenever the SDS requirement applies. 

QUALITY ASSURANCE TERMS 

1. EXTERNAL PROVIDER APPROVAL:  
   • All suppliers must be approved for the scope of work being performed by Buyer’s designated personnel prior to purchase order submission. Seller shall furnish requested material for the approval process upon request to maintain approved supplier status. 
   • When specified in Buyer’s purchase order, Seller must use customer-designated or approved external providers. 
2. QUALITY MANAGEMENT SYSTEM: 
   • For purchases identified under any special process, third party certification of the process or Seller’s quality management system is mandatory and must be supplied to Buyer upon request.  
   • For all other purchases, third party certification (such as ISO 9001) of the Seller’s quality management system is highly preferred. When third party certification is not held, Seller shall fill out quality assessment survey upon request. 
   • External Providers performing design and development shall implement a method of control over changes that may impact conformity to product or service requirements. Evidence of these controls shall be available according to “Inspection” and “Record Retention” requirements below. 
3. PACKAGING AND SHIPPING: 
   • All material shall be suitably packed, marked and shipped in accordance with the requirements of common carriers in DOT Regulations or as specified herein. Damages to material not packed in accordance with these standards will be charged to Seller. 
   • Substances deemed toxic or hazardous in accordance with 29 CFR 1910.1200 shall be labeled as such in accordance with the standard. Relabeling of material not marked in accordance with these standards may be charged to Seller.  
   • All bills of lading (or other shipment documents), packages, packing slips and correspondence shall show Buyer’s purchase order number and bear a description of goods shipped. 
4. FLOW DOWN REQUIREMENT: All Buyer’s requirements stated herein shall flow down to sub-tier suppliers for fulfillment of purchase order. 
5. RECORD RETENTION: Records of all production, test, inspection, and verification work by Seller shall be kept complete, legible and readily available to Buyer and its customers 7 years from date of shipment, and for such longer periods as may be specified in the purchase order, prior to disposition. 
6. TECHNICAL REQUIREMENTS: 
   • For any product purchased with verifiable technical requirements (e.g., specifications, special requirements, critical items, key characteristics), certificate of analysis or certificate of conformance, whichever is appropriate, shall accompany fulfillment of purchase order. 
   • This certificate shall be authorized by a qualified individual. 
   • The requirements shall meet the latest revision level of the technical document. 
7. CALIBRATION: Measuring equipment and tooling calibrations must be traceable to NIST and be performed at a facility certified under ISO 9001 at a minimum. ISO 17025 is preferred and ANSI Z540 secondary. Persons performing this work shall be qualified, as evidenced by training record or other documentation, to perform the work assigned. 
8. SUPPLIER CORRECTIVE ACTION: Sellers who do not meet requirements stated herein may be provided a Supplier Corrective Action Request to be completed within a 30-day timely period. Failure to comply may result in a disapproved supplier status. 
9. NONCONFORMING PRODUCT: 
   • Seller shall notify Buyer of nonconforming processes, products or services immediately upon discovery. 
   • For any product considered for sale under concession, Buyer shall approve acceptance in writing prior to fulfillment of purchase order.  
   • Seller shall notify and obtain written approval from Buyer for disposition of any nonconforming product. 
10. SUPPLIER CHANGES:  
    • Seller shall notify Buyer of any product or process changes, supplier changes and manufacturing location changes affecting purchased product. Seller shall obtain Buyer approval for these changes in writing prior to fulfillment of purchase order. 
    • NOTICE OF DISCONTINUATION: To the extent practicable, Seller shall provide Buyer with a “last time buy” notice for items that are or are expected to be going out of production or will no longer be commercially available at least 12 months prior to anticipated date of discontinuance or unavailability. When 12 month notice is not reasonable given the circumstances, Seller shall provide Buyer with notice as soon as practicably possible. 
11. INSPECTION:   
    • Seller shall provide and maintain an inspection and process control system acceptable to Buyer covering the material and services herein.  
    • RIGHT OF ENTRY: Buyer, Buyer’s customer at any tier (including the U.S. Government, when purchase order is under a Government contract) and regulatory authorities may at any time before, during or after fulfillment of purchase order, inspect and perform verification or validation activities of applicable areas of facilities, processes, equipment, release measures, material, craftsmanship and records of Seller and its suppliers at any level of the supply chain. Inspections shall be coordinated with the Seller or its provider by the Buyer prior to entry. No such inspection or test shall in any way relieve Seller of its obligations to furnish all required material and services in strict accordance with the requirements of the purchase order. Seller shall furnish, without additional charge to Buyer or Buyer’s customer, all reasonable facilities and assistance for the safe and convenient performance of the inspection or test. Buyer and Buyer’s customer shall perform the inspection in such a way as not to unduly delay work under this purchase order. 
    • FINAL INSPECTION: All goods are subject to final inspection and acceptance at Buyer’s location (or other specified delivery location). Final inspection may include the use of statistical techniques or requirements for test specimen verification, as indicated by Buyer within Purchase Order. Final inspection shall be made within 30 days of receipt. Acceptance shall be conclusive, except for latent defect, fraud or gross mistakes amounting to fraud. 
    • ACCEPTANCE AUTHORITY MEDIA: The use of acceptance authority media for inspection shall be controlled and shall be considered as personal warranty of compliance and conformity. Seller shall perform assessment of its process to include Authority Media Application: 
      • Errors (i.e. Omission, Typos, Legibility). 
      • Untimely Use (i.e. Documentation is not completed as planned, “Stamp/Sign as you go”). 
      • Misrepresentation (i.e. Uncertified personnel, Falsification of documentation, Work not performed as planned). 
      • Training Deficiencies (i.e. Ethics, Culture awareness, Proper use of authority media). 
12. PERSONNEL: Seller shall ensure that persons performing work on behalf of Buyer’s order are: 
    • Competent to perform the work assigned, as evidenced by training record or other documentation. 
    • Aware of their contribution to product or service conformity to Seller’s and Buyer’s requirements. 
    • Aware of their contribution to product safety in this stage and further stages of product or service lifecycle. 
    • Aware of the importance of ethical behavior. 
13. COUNTERFEIT GOODS OR PARTS: 
    • Seller shall ensure that Counterfeit Goods or Parts are not delivered to Buyer. Goods or Parts delivered to Buyer or incorporated into other Goods or Parts and delivered to Buyer shall be new and shall be procured directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Work shall not be acquired from independent distributors or brokers unless approved in advance in writing by Buyer. When requested by Buyer, Seller shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM. 
    • In the event that goods or services delivered under this Agreement constitutes or includes Counterfeit Goods or Parts, Seller shall, at its expense, promptly replace such Counterfeit Goods or Parts with authentic Goods or Parts conforming to the requirements of this purchase order. Notwithstanding any other provision in this purchase order, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Goods or Parts, including without limitation Buyer’s costs of removing Counterfeit Goods or Parts, of reinserting replacement Goods or Parts, and of any testing necessitated by the reinstallation of Goods or Parts after Counterfeit Goods or Parts have been exchanged. Seller shall include equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or furnished as Goods or Parts to Buyer.