1. ACKNOWLEDGEMENT AND ACCEPTANCE OF ORDER

This Order constitutes an offer from the Buyer that is expressly limited to the Terms and Conditions contained herein.  The terms and Conditions of this Order are those that apply to the purchase of materials, items, products, components or services (hereinafter referred to as “Material”).  All exhibits, attachments, technical specifications, drawings, notes, instructions, or information referenced in the Order are incorporated herein by reference.  These Terms and Conditions control unless they are specifically varied or contradicted by one of the following methods in the listed order of precedence; 1.) Varying terms on the face of this Order, 2.) A current existing Master Purchase Agreement, 3.) Another valid contract between WAGO Corporation and the Supplier to which this Order applies.  All other prior oral or written statements varying the Order are specifically rejected and disclaimed.

2. CHANGES/AMENDMENTS

The Buyer shall have the right at any time to make any changes it deems necessary, including, but not limited to, changes in specifications, design, delivery, testing methods, packing, or destination.  If any such required changes materially affect the delivery or the amount to be paid by Buyer, Supplier shall notify Buyer immediately, negotiate, and adjust accordingly.  Price increases, extensions of time for delivery and change in quantity shall not be binding on the Buyer.  No additional change will be allowed without written consent of Buyer.

3. DELIVERY/FORCE MAJEURE

Time shall be the essence of this order.  Delivery shall be complete. If any Material is not delivered by the date specified herein, the Buyer reserves the right, without liability, to cancel this Order as to any Material not yet shipped or tendered, and to purchase substitute Material and to charge the Supplier for any loss incurred.  Oral cancellation notices, made by the Buyer or the Supplier, are effective when made, but must be confirmed in writing.  Any provisions hereof for delivery by installment shall not be construed as making the obligations of the Supplier severable.  The Buyer shall have the right to refuse deliveries made more than one week in advance of any delivery schedule appearing in this Order unless arrangements for such early delivery have been confirmed with the receiving party.

The Supplier shall notify the Buyer in writing promptly of any delays (however caused) and of any actual potential labor dispute which delays or threatens to delay the timely performance of this Order.

If the Supplier is unable to complete performance at the time specified for delivery hereunder, by reason of strikes, labor disputes, riot, war, fire or other causes beyond the Supplier’s reasonable control, the Buyer, at his option, may elect to take delivery of Material hereunder in its unfinished state and to pay such proportion of the contract price as the work then completed bears to the total work hereunder and to cancel this Order without liability as to the balance of the Material covered hereunder.

4. TITLE AND RISK OF LOSS

Terms of shipping are F.O.B. the Buyer’s delivery location unless otherwise noted within the terms of this Order. Thus, title shall pass when goods and materials have been received and accepted by the Buyer.  Risk of loss or damage in transit shall be upon the Supplier.  All transportation charges shall be borne by Supplier.

5. PRICE / TAXES

Prices stated on the Order hereof are firm and shall remain firm until deliveries have been completed unless otherwise expressly agreed to in writing by both parties.  The Supplier agrees that any price reduction made with respect to Material covered by this Order subsequent to placement will be applied to this Order.  All prices specified herein include all charges for, but not limited to, inspection, and packaging.  Prices set forth are exclusive of applicable sales, use, excise, value-added or similar taxes.  The Buyer is exempt from certain purchases.  The Buyer will furnish the Supplier with a tax exemption certificate upon request.

Supplier agrees that all excise, sales, use, occupational and other taxes applicable to the sale or purchase of goods or materials or to Supplier’s work or Supplier’s receipts for the performance of the work covered by this Order shall be paid by Supplier, and Supplier shall indemnity and save Buyer harm from and against all liability for such taxes.

6. WARRANTIES

The Supplier warrants that any Material supplied hereunder shall conform to the generally recognized manufacturing and safety standards of the Supplier’s industry in the United States and shall meet or exceed the Supplier’s specifications on performance as detailed in the Supplier’s brochures, sales literature, and other specifications as may be available to the Buyer.

In addition to any other express or implied warranties, the Supplier warrants that the Material furnished pursuant to this Order: (a) Shall be free from defects in title, workmanship, and material; (b) Shall be free from defects in design except to the extent that such items comply with detailed designs provided by the Buyer; (c) Shall be of merchantable quality and suitable for the purposes, if any, which are stated on this Order; (d) Shall conform to the drawings, specifications, descriptions, and samples.

If any material covered by this Order is found not to be as warranted, the Buyer may, by written notice the Supplier: (a) rescind this Order as to such non-conforming Material; (b) accept such Material at an equitable reduction in price; (c) reject such non-conforming Material and require the delivery of suitable replacements.

If the Supplier fails to deliver suitable replacements promptly, the Buyer may replace or correct such Material and charge the Supplier the additional cost occasioned the Buyer thereby, or terminate this Order for default.

Any items corrected or furnished in replacement are subject to all the provisions of this article entitled WARRANTIES to the same extent as items initially furnished or originally ordered.

Cost of replacement, rework, inspection, repackaging, and transportation of such corrected Material shall be at the Supplier’s expense.

This warranty provision shall survive any inspection, delivery, acceptance, payment, expiration, or earlier termination of this Order and such warranties shall run to the Buyer, its successors, assigns, employees, and users of the Material.  Nothing herein, however, shall limit the Buyer’s rights in law or equity for damages resulting from delivery of defective goods or damage caused during the delivery of goods or provision of services.

Acceptance of this Order shall constitute an agreement upon Supplier’s part to indemnify Buyer against all liability, loss and damage, including reasonable counsel’s fees, sustained by Buyer by reason or failure Materials to conform to such warranties or to any requirements of law. Rights granted to the Buyer in this article entitled WARRANTIES are in addition to any other rights or remedies provided elsewhere in this Order or afforded by Law.

7. INSPECTION AND ACCEPTANCE

The Supplier shall inspect all Material prior to shipment to the Buyer.  All Material covered by this Order may be inspected and tested by the Buyer or its designee.  If the Buyer so elects to inspect or test, successful completion of such inspection and testing shall be a prerequisite to the Buyer’s acceptance of the Material.  If deemed necessary by the Buyer, the Supplier shall provide without charge, all reasonable facilities and assistance for such inspection and test.

Any inspection records relating to Material covered by this Order shall be available to the Buyer during the performance of this Order and for such longer periods as specified by the Buyer.

If any Material covered by this Order is defective or otherwise not conforming with the requirements of this Order, the Buyer may, by written notice to the Supplier: (a) rescind this Order as to such non-conforming Material; (b) accept such Material at an equitable reduction in price; (c) reject such non-conforming Material and require the delivery of suitable replacements.  If the Supplier fails to deliver suitable replacements promptly, the Buyer, with notice may replace or correct such Material and charge the Supplier the additional cost occasioned the Buyer thereby, or terminate this Order for default.

No inspection (including source inspection) test, approval (including design approval) or acceptance of Material shall relieve the Supplier from responsibility for defects or other failures to meet the requirements of this Order.  Rights granted to the Buyer in this article entitled INSPECTION are in addition to any other rights or remedies provided elsewhere in this Order or afforded by Law.

8. BUYER’S PROPERTY IN SUPPLIER’S POSSESSION

All tools, special dies, molds, patterns, jigs, and any other property furnished to the Supplier by the Buyer or specifically paid for by the Buyer for use in the performance of this Order shall be and remain the property of the Buyer; shall be subject to removal at any time upon the Buyer’s demand; shall be used only in filling orders for the Buyer; shall be maintained in good order and condition and shall be clearly identified as the property of the Buyer.  The Supplier assumes all liability for loss or damage to such property.

9. PATENT INDEMNITY

The Supplier agrees to indemnify, hold harmless and defend the Buyer, its employees, directors, officers, and Agents with respect to all claims, suits, actions, and proceedings of actual or alleged infringements of any Letter, Patent, Registered or Industrial Design, Trademark or Trade Name, Trade Secret, Copyright or other protected right in any country resulting from any sale, use or manufacture of any Material delivered hereunder and to pay and discharge all judgments, decrees, and awards rendered therein or associated herewith.  The Buyer reserves the right to be represented in any such action by its own counsel at its own expense.

10. INDEMNIFICATION

The Supplier hereby assumes entire responsibility for any and all damage, loss, or injury of any kind or nature whatever to persons or property caused by or resulting from or in connection with, the furnishing of products or services, including delivery o purchased materials, by Supplier, his contractors, officers, agents, or employees, and the Supplier will indemnify and hold harmless the Buyer from any and all claims, loss, damage, charge or expense, whether direct or indirect and whether to persons or property, resulting from, or in connection with the furnishing of such products or services.  In case any suit or other proceedings shall be brought against the Buyer or its officers, agents, or employees at any time on account, or by reason of any act, action, neglect, omission or default in connection with the furnishing of such products or services, the Supplier hereby agrees to assume the defense thereof at the Supplier’s expense and to pay any and all costs, charges, attorney’s fees and other expenses and any and all judgments that may be incurred by or obtained against the Buyer, its officers, agents, or employees in such suits or other proceedings and in case any judgment or other lien be placed upon or obtained against the property of the Buyer or as a result of such suits or other proceedings, the Supplier will at once cause the same to be dissolved and discharged by giving bond or otherwise.  The Supplier, his contractors, officers, agents and employees shall take all safety precautions necessary or the prevention of accidents, and shall comply with all laws and regulation with regard to this matter.  The Buyer shall not be responsible or held liable for any injury to persons or damage to property resulting form the use, misuse, or failure, due to any cause, of any apparatus furnished to Supplier by Buyer whether on or off the premises of the Supplier.  The acceptance and/or use of any such apparatus type Supplier of his contractors, officers, agents and employees shall be construed to mean the Supplier accepts all responsibility for any claims for such injury and/or damage whatsoever resulting from the use, misuse or failure, due to any cause of such apparatus whether such injury and/or damage be to his own employees or property, or to the employees or property to other suppliers, contractors, the Buyer or otherwise.  Supplier shall carry workmen’s compensation, employer liability, public liability and property damage insurance including contractual and product liability coverage’s, which shall full protect the Buyer pursuant to eh above assumption of liability and indemnification undertaking.  Copies of policies or certificates of such insurance shall be furnished by Supplier to Buyer on request.  Supplier further agrees to take out and carry at its sale cost suppliers broad form liability coverage and to furnish Buyer, upon request, proper evidence of such coverage and inclusion of Buyer thereunder.

11. ASSIGNMENT / SUBCONTRACTING

The Supplier shall not assign this Order, any rights under this Order or any monies due or to become due hereunder nor delegate or subcontract any obligations or work hereunder without the prior written consent of the Buyer.  Neither purported assignment nor delegation by the Supplier shall be binding on the Buyer without such consent.

12. CANCELLATIONS

The Buyer may cancel this Order in whole or in part at any time for cause by written, FAX, or telex notice to the Supplier, effective when sent, in the event that the Supplier: (a) fails to comply with any term or condition of this Order including, but not limited to, delivery terms; or (b) appoints a receiver, liquidator or trustee in bankruptcy or other similar officer over any or all of its property or assets; or (c) files a voluntary petition in bankruptcy; or (d) has had filed against it an involuntary petition in bankruptcy which remains in effect for thirty (30 ) days; or (e) voluntarily ceases trading; or (f) merges with or is acquired by a third party; or (g) assigns any of its rights or obligations under the Order to a third party without the Buyer’s advance written consent.

Upon the occasion of any one of the aforesaid and in addition to any remedies which the Buyer may have in Law or in Equity, the Buyer may also cancel this order or any outstanding deliveries hereunder by notifying the Supplier in writing of such cancellation and the Supplier shall thereupon transfer title and deli to the Buyer such work in progress or completed material as may be requested by the Buyer.  The Buyer shall have no liability to the Supplier beyond payment of any balance owing for Material purchased hereunder and delivered to and accepted by the Buyer prior to the Supplier’s receipt of the notice of termination, and for work in progress requested for delivery to the Buyer.

13. RESCHEDULING

The Buyer may without liability defer delivery on any or every item under said Order by giving oral notice to the Supplier.

14. PROPRIETARY INFORMATION / TITLE TO SPECIFICATIONS

All written information obtained by the Supplier from the Buyer in connection with this Order and which is identified as proprietary, including, but not limited to, any specifications, drawings, blueprints and software programs, shall remain the property of the Buyer, shall be used by the Supplier only to the extent necessary for performance of this Order and shall not be disclosed to any third parties without prior written consent of the Buyer.

The Supplier shall not make or authorize any news release, advertisement, or other disclose which shall deny or confirm the existence of the Order without prior written consent of the Buyer except as may be required to perform this Order.

15. SHIPPING, PACKAGING AND LABELING

All Material purchased hereunder must be packed and packaged to ensure its safe delivery in accordance with good commercial practice and where incorporated, the Buyer’s packaging specification.

The Supplier shall mark on all containers, handling and loading instructions, shipping information, part number, purchase order number and item number, quantity in box, shipment date, and names and addresses of the Supplier and the Buyer.  An itemized packing list must accompany each shipment.  Each packing slip shall include; this Order number, quantity, item description, order date, shipping date and delivery address, but shall not include pricing information.

All shipments of hazardous materials under this Order shall comply with current U.S. Department of Transportation (DOT) regulations as published in 49 CFR 100-100, and the labeling shall meet the current U.S. Occupational Safety and Health Administration (OSHA) regulations as published in 29 CFR 1910.1200, for the transporting and labeling of hazardous materials.

Material Safety Data Sheets (MSDS) shall be supplied with the first shipment of all hazardous materials, and these sheets shall be resubmitted if any changes or updates, as required, are made. 

16. THE SUPPLIER AS AN INDEPENDENT CONTRACTOR

The Supplier shall perform the obligations of this Order as an independent contractor and under no circumstances shall it be considered an agent or employee of the Buyer.  The Terms and Conditions of this Order shall not, in any way, be construed as to create a partnership or any other kind of joint undertaking or venture between the parties hereto.  The Supplier expressly waives any and all rights, which may or may not exist to claim any relief under the Buyer’s comprehensive insurance policy, worker’s compensation or unemployment benefits.

17. STANDARDS OF CONDUCT

The Supplier must reassign its employees, agents and subcontractors working on the Buyer’s premises if any such personnel are deemed to be disruptive, dangerous, incompetent, or otherwise noncompliant with reasonable conduct guidelines and WAGO policies and procedures.  At the Buyer’s request, the Supplier will distribute publications supplied by the Buyer regarding the Buyer’s policies, practices, and procedures, including, but not limited to, Affirmative Action and Sexual Harassment policies.

18. INVOICING / PAYMENTS / SET-OFFS

After each delivery of Material, pursuant to this Order, the Supplier shall send invoice including item number to the Buyer’s Accounts Payable department.

Payment of invoice shall not constitute acceptance of Material ordered and shall be subject to appropriate adjustment, if the Supplier failed to meet the requirements of this Order.  The Buyer shall have right at any time to set-off any amounts due to the Supplier, (or any of its associated or affiliated companies) against any amounts owed by the Buyer with respect to this Order or any subsequent Order or any other contractual agreement between the parties hereto unless such set-off violates local law or regulations.

19. INSURANCE AND STATUTORY OBLIGATIONS

If any part of this Order involves the Supplier’s performance on the Buyer’s premises or at any place where the Supplier conducts operations, or with material or equipment furnished to the Supplier by the Buyer, the Supplier shall take all necessary precautions to prevent injury to persons or property during the progress of such work.  The Supplier shall maintain public liability, personal injury, and property damage insurance and employer’s liability and compensation insurance, in an amount determined by the Buyer to be appropriate, to protect the Buyer from said risks and from any statutory liabilities whatsoever arising therefrom.  The Supplier shall produce evidence of such insurance upon request by the Buyer.

20. WAIVER

The failure of the Buyer to insist in any instance upon the strict performance of any provision of this Order, or to exercise any right or privilege granted to the Buyer hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force.

21. NOTIFICATION OF HAZARDOUS PRODUCT

The Supplier hereby agrees to notify the Buyer of any inherent hazard related to the Material being purchased herein that would expose the hazard during handling, transportation, storage, use, resale, disposal, or scrap.  Said notice shall be sent to the Buyer’s Director of Purchasing and shall specify the product name and part number, the nature of the hazard, proper precautions that must be undertaken by the Buyer or others and any additional information that the Buyer should reasonably expect to know to protect its interest.

22. COMPLIANCE WITH LAWS

Supplier warrants that its performance hereunder shall comply with all applicable federal, state, and local laws, rules, regulations, administrative and executive orders pertinent government procurement regulations, including without limitation, the applicable provisions of Executive Order No. 11246, as amended, pertaining to Equal Employment Opportunity, and the Fair Labor Standards Act of 1938, as amended.  Each invoice for goods must certify that the goods invoices were produced in accordance with said Acts, as amended.  If goods ordered hereunder are to be used in a place of employment of Buyer, Supplier warrants that such goods comply with the Occupational Safety and Health Act of 1970 and with any then applicable standards and regulations thereunder.  Supplier agrees to indemnify Buyer for any loss sustained by reason of Supplier’s failure to comply with any applicable federal, state and local laws, rules, regulations, administrative and executive orders.  Supplier to conform to all regulatory requirements applicable to the country of manufacture and sale such as environmental, electrical, electromagnetic, and safety.

23. MANDATORY CLAUSES REQUIRED UNDER GOVERNMENT CONTRACTS OR SUBCONTRACTS

If a governmental contract number is shown on the face of this Order, clauses contained in the current issue of the Federal Acquisition Regulations (FAE) and supplements thereto, which the government makes mandatory for a contractor under a government contract to include in its subcontracts thereunder, will apply to this Order.

24. REPRODUCTION OF DOCUMENTATION

The Buyer shall have the right at no additional charge to use or incorporate all or portions of material found in the Suppliers’ literature and/or reproduce the Supplier’s applicable literature such as operating and maintenance manuals, technical publications, prints, drawings, training manuals and other similar supporting documentation and sales literature.  The Supplier agrees to advise the Buyer of any updated information relative to the foregoing literature and documentation with timely written notice.

25. LAW OF THE CONTRACT

This Order shall be governed by and interpreted in accordance with the laws of the State of Wisconsin.