STROHWIG INDUSTRIES, INC.

Terms and Conditions of Purchase

  1. Applicability. These terms and conditions of purchase (these “Terms“) are the only terms which govern the purchase of the goods (“Goods“) by Strohwig Industries, (“Buyer“) from the seller named on the Buyer purchase order making reference to these Terms (“Seller“). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of such contract shall prevail to the extent they are inconsistent with these Terms. The purchase order making reference to these Terms (the “Purchase Order“) and these Terms (collectively, this “Agreement“) comprise the entire agreement between the parties regarding the purchase of the Goods, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Seller’s general terms and conditions of sale regardless of whether or when Seller has submitted its sales confirmation or such terms. This Agreement expressly limits Seller’s acceptance to the terms of this Agreement. Fulfillment of this Purchase Order constitutes acceptance of these Terms.
  2. Delivery of Goods.
  • Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the “Delivery Date“). If no delivery date is specified, Seller shall deliver the Goods within 30 days of Seller’s receipt of the Purchase If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate this Agreement immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery Date.
  • Seller shall deliver all Goods to the address specified in the Purchase Order (the “Delivery Point“) during Buyer’s normal business hours or as otherwise instructed by Seller shall pack all Goods for shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller’s risk of loss and expense.
  • Seller acknowledges that time is of the essence with respect to Seller’s obligations hereunder and the timely delivery of the
  1. Quantity. If Seller delivers more than or less than 100% of the quantity of Goods ordered, Buyer may reject all or any excess Any such rejected Goods shall be returned to Seller at Seller’s sole risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.
  2. Shipping Terms. Delivery shall be made on an F.O.B. Delivery Point basis. The Purchase Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence, and any other documents pertaining to the Purchase
  3. Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery and acceptance of the Goods to Buyer at the Delivery Point.
  4. Inspection and Rejection of Nonconforming Goods.
  • Seller must notify Buyer of any non-conforming product and arrange approval the non-conforming product by Buyer.
  • Sellers are required to notify Buyer of nonconforming processes, products, or services and obtain approval for their disposition;  prevent the use of counterfeit parts; notify Buyer of changes to processes, products, or services, including changes of their external providers or location of manufacture;  flow down to external providers applicable requirements including customer requirements; provide test specimens for design approval, inspection/verification, investigation, or auditing; retain documented information, including defined retention periods and disposition requirements; provide access by Buyer, their customers, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain.
  • Buyer has the right to inspect the Goods on or after the Delivery Buyer, at its sole option, may inspect all or a portion of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) accept the rejected Goods at a reasonably reduced price; or (b) require replacement of the rejected Goods at Seller’s expense. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming or defective Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Agreement for cause pursuant to Section 13. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Agreement, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.
  1. Price. The price of the Goods is the price stated in the Purchase Order (the “Price“). If no price is included in the Purchase Order, the Price shall be the price set out in Seller’s published price list in force as of [the date of the Purchase Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to the Delivery Point, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer.
  2. Payment Terms. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with these Terms. Buyer shall pay all properly invoiced amounts due to Seller within sixty (60) days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. All payments hereunder must be in US Dollars.
  3. Warranties.
  • Seller warrants to Buyer that for a period of 90 days from the Delivery Date, all Goods will: (i) be free from any defects in workmanship, material and design; (ii) conform to applicable specifications, drawings, designs, samples and other requirements; (iii) be free and clear of all liens, security interests or other encumbrances; and (vi) not infringe or misappropriate any third party’s patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance, or payment of or for the Goods by
  • The warranties set forth in this Section 9 are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Goods with the foregoing warranties. If Buyer gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and expense, promptly replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer.
  1. General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Buyer’s subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees (collectively, “Indemnitees“) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses“) arising out of or occurring in connection with any of the following: (a) any defect in the Goods purchased from Seller; (b) the negligence or willful misconduct of Seller and/or its employees or agents in the performance of this Agreement; and (c) Seller’s breach of this
  2. Intellectual Property Indemnification. Seller shall, at its expense, defend, indemnify, and hold Buyer and any Indemnitee harmless against any and all Losses arising out of or in connection with any claim that Buyer’s or Indemnitee’s use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any settlement without Buyer’s or Indemnitee’s prior written consent.
  3. Compliance with Law. Seller shall comply with all applicable laws in connection with its performance of this
  4. Termination. In addition to any remedies that may be provided under these Terms, Buyer may terminate this Agreement with immediate effect upon written notice to Seller, before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms. If Buyer terminates the Agreement for any reason, Seller’s sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the
  5. Waiver. No waiver by Buyer of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Buyer. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or
  6. Confidential Information. All non-public, confidential or proprietary information of Buyer, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the purpose of performing this Agreement and may not be disclosed or copied unless authorized in advance by Buyer in Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Seller at the time of disclosure; or (c) rightfully obtained by Buyer on a non- confidential basis from a third party.
  7. Assignment. Seller shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Buyer. Seller shall provide approved sub-tier suppliers all the applicable requirements involved with this purchase order, including key characteristics. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign or transfer any or all of its rights or obligations under this Agreement without Seller’s prior written consent to any affiliate or to any person acquiring all or substantially all of Buyer’s assets.
  8. Relationship of the Parties. The relationship between the parties is that of independent Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  9. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this
  10. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Wisconsin.
  11. Access. Seller is notified that Buyer, our customer, and any regulatory authorities have the right to access to all facilities and all applicable records involved with this purchase order.
  12. Quality.
  • Seller shall perform any requirements for design, test, examination, inspection, or related instructions for acceptance as specified on the purchase order or the delivery receipt – QC 15.0FM when provided by Buyer.
  • Seller shall provide Buyer with requested Inspection and / or Test documentation.
  • When stated on the purchase order, or when applicable the Strohwig delivery receipt – QC 15.0FM, Seller shall perform any test specimen requirements for design approval, inspection, investigation, or auditing purposes.
  • Seller must notify Buyer of changes in an authorized controlled product or process.
  • Buyer’s Purchase Orders will provide any additional requirements relating to the following: special requirements, critical items, or key characteristics; test, inspection, and/or verification requirements; the use of statistical techniques for product acceptance and related instructions for acceptance by the organization.
  1. Code of Conduct. Seller is responsible for ensuring employees are aware of:
  • their contribution to product or service conformity
  • their contribution to product safety
  • the importance of ethical behavior
  1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
  2. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other
  3. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Sections 5, 6, 9, 12, 15, 17, 18, 19, 20, 21, 22 and 23.
  4. Amendment and Modification. These Terms may be amended or modified only in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.