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Supplier Terms & Conditions

Supplier Terms and Conditions

You’ll find complete details about our supplier terms and conditions right here.  

TERMS AND CONDITIONS FOR FULFILLMENT OF PURCHASE ORDER

Revision 4/25/2017

 

CONTRACT SUBMISSION

This order is an offer. It is not an acceptance or confirmation of any offer from Seller. 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. Response shall confirm product or service, ship on or delivery date and price. Please send confirmation to BTindall@SandstromProducts.com.

2. ON TIME DELIVERY:

a. Time is of the essence. If Seller acknowledges this order with a delivery date subsequent to that specified by Buyer, Buyer may cancel this order.

b. 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:

a. 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.

b. If price is not shown on the order, the Seller shall promptly advise Buyer of current price and receive agreement in writing.

c. When invoice is subject to cash discount, the discount period shall be calculated from the date the invoice is received by Buyer.

d. Buyer’s raw material code, when applicable, shall be on all invoices.

5. SHELF LIFE – minimum 50% shelf life required on all items with 2 year or less from date of manufacture shelf life unless otherwise specified on the purchase order.

6. INSTALLATION – If this order requires Seller to furnish services of any person, Seller assumes full responsibility for such person’s compensation and acts and omissions, and Seller agrees to indemnify and protect Buyer against all liability for injury or damages to any person or property arising out of the performance of this order. Seller further agrees upon request to furnish a certificate from its insurance carrier showing that it carries Workers’ Compensation, Public Liability and Property Damage Insurance coverage in form and amount which, in Buyer’s opinion, is adequate.

7. 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 purpose represented by Seller, merchantable, of highest quality and workmanship, free from defects 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.

8. 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.

9. 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.

10. 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.

11. ASSIGNMENT – Seller shall not assign any of its rights, interest or obligation under this order without prior written permission of Buyer.

12. FURNISHED MATERIALS / PROPRIETARY INFORMATION:

a. 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.

b. 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.

13. COUNTERFEIT GOODS OR PARTS:

a. "Counterfeit Goods or Parts" are Goods or Parts that are or contain items misrepresented as having been designed, produced, and/or sold by an authorized manufacturer and seller, including without limitation unauthorized copies, replicas, or substitutes. The term also includes authorized Goods that have reached a design life limit or have been damaged beyond possible repair, but are altered and misrepresented as acceptable.

b. 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.

c. 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.

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.

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. 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.

b. 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.

c. 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 –

a. 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.

b. When specified in Buyer’s purchase order, Seller must use customer-designated or approved external providers.

2. QUALITY MANAGEMENT SYSTEM:

a. 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.

b. 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.

3. PACKAGING AND SHIPPING

a. 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 may be charged to Seller.

b. 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.

c. 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

a. All Buyer’s requirements stated herein shall flow down to sub-tier suppliers for fulfillment of purchase order.

b. Records of all inspection 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.

5. SPECIFICATIONS:

a. For any product purchased under specification, certificate of analysis or certificate of conformance shall accompany fulfillment of purchase order.

b. This certificate shall be authorized by a qualified individual.

c. The requirements shall meet the latest revision level of the specification.

6. CALIBRATION – Measuring equipment and tooling calibrations must be traceable to NIST.

7. 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.

8. NONCONFORMING PRODUCT:

a. Seller shall notify Buyer of nonconforming processes, products or services immediately upon discovery.

b. For any product considered for sale under concession, Buyer shall approve acceptance in writing prior to fulfillment of purchase order.

c. Seller shall notify and obtain written approval from Buyer for disposition of any nonconforming product.

9. 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.

10. INSPECTION:

a. Seller shall provide and maintain an inspection and process control system acceptable to Buyer covering the material and services herein.

b. RIGHT OF ENTRY – Buyer and Buyer’s customer at any tier (including the U.S. Government, when purchase order is under a Government contract) may at any time before, during or after fulfillment of purchase order, inspect material, craftsmanship and records of Seller and its suppliers at any tier. 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.

c. FINAL INSPECTION – All goods are subject to final inspection and acceptance at Buyer’s location (or other specified delivery location). 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.

11. 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.

FAR and DFARs Additional Terms and Conditions Clause

(a) Definitions. As used in this clause -

“Commercial item” assumes the meaning defined in Federal Acquisition Regulation 2.101.

“Subcontract” involves a transfer of commercial items between divisions, subsidiaries or affiliates of the contractor or subcontractor at any tier.

(b) The FAR, or Federal Acquisition Regulation, clauses may be found in entirety at https://www.acquisition.gov/. The DFARS, or Defense Federal Acquisition Regulation Supplement, clauses may be found in entirety at http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html.

(c) These clauses are in addition to, not in place of, Sandstrom’s Terms & Conditions for Fulfillment of Purchase Order.

(d) The contractor, and subsequent subcontractor at any tier, shall include the terms of this clause (d) and the following clauses in subcontracts for commercial items awarded under this contract (a.k.a., purchase order):

FAR Reference Title of Clause
52.202-1: Definitions
52.203-3: Gratuities
52.203-11: Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions
52.203-15: Whistleblower Protections under the Recovery Act (Jun 2010)
52.203-19: Prohibition on Requiring Certain Internal Confidentiality Agreements of Statements (Jan 2017)
52.204-21: Basic Safeguarding of Covered Contractor Information Systems (Jun 2016)
52.209-6: Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment
52.211-5: Material Requirements
52.211-15: Defense Priority and Allocation Requirements *if applicable, rating will be clearly designated on the PO
52.222-1: Notice to the Government of Labor Disputes
52.222-3: Convict Labor
52.222-17: Nondisplacement of Qualified Workers
52.222-19: Child Labor—Cooperation with Authorities and Remedies
52.222-21: Prohibition of Segregated Facilities (Apr 2015)
52.222-26: Equal Opportunity (Sept 2016)
This contractor and subcontractor shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.
52.222-35: Equal Opportunity for Veterans (Oct 2015)
52.222-36: Equal Opportunity for Workers With Disabilities (Jul 2014)
52.222-37: Employment Reports on Veterans (Feb 2016)
52.222-40: Notification of Employee Rights Under the National Labor Relations Act (for contracts >=$10,000). The required text of the employee notice and outline of the contractor’s posting obligation is cited herein by reference: “29 CFR Part 471, Appendix A to Subpart A.” (Dec 2010)
52.222-41: Service Contract Labor Standards
52.222-50: Combating Trafficking in Persons (Mar 2015)
52.222-51: Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements
52.222-53: Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements
52.222-54: Employment Eligibility Verification (for contracts >=$3500)
52.222-55: Minimum Wages Under Executive Order 13658 (Dec 2015)
52.222-62: Paid Sick Leave Under Executive Order 13706 (Jan 2017)
52.223-3: Hazardous Material Identification and Material Safety Data
52.223-11: Ozone-Depleting Substances
52.223-18: Encouraging Contractor Policies to Ban Text Messaging While Driving
52.224-3: Privacy Training (Jan 2017)
52.225-1: Buy American—Supplies
52.225-2: Buy American Certificate
52.225-13: Restrictions on Certain Foreign Purchases
52.225-26: Contractors Performing Private Security Functions Outside the United States
52.227-1: Authorization and Consent
52.228-3: Workers’ Compensation Insurance (Defense Base Act)
52.232-40: Providing Accelerated Payments to Small Business Subcontractors (Dec 2013)
52.233-3: Protest after Award
52.233-4: Applicable Law For Breach Of Contract Claim
52.236-13: Accident Prevention
52.242-15: Stop-Work Order
52.242-17: Government Delay of Work
52.246-11: Higher-Level Contract Quality Requirement
*Data provided as attachment to purchase order or in product specification when required.
52.247-64: Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)
52.252-2: Clauses Incorporated by Reference

DFARS Reference Title of Clause
252.203-7000: Requirements Relating to Compensation of Former DoD Officials
252.203-7002: Requirement to Inform Employees of Whistleblower Rights
252.204-7000: Disclosure of Information
252.204-7003: Control of Government Personnel Work Product
252.204-7012: Safeguarding Covered Defense Information and Cyber Incident Reporting
252.204-7014: Limitations on the Use or Disclosure of Information by Litigation Support Contractors
252.204-7015: Disclosure of Information to Litigation Support Contractors
252.223-7001: Hazard Warning Labels
252.223-7004: Drug-Free Work Force
252.223-7008: Prohibition of Hexavalent Chromium
252.225-7012: Preference for Certain Domestic Commodities
252.225-7013: Duty-Free Entry
252.225-7020: Trade Agreements Certificate
252.225-7021: Trade Agreements
252.225-7021: Trade Agreements – Alternate II
252.225-7028: Exclusionary Policies and Practices of Foreign Governments
252.225-7031: Secondary Arab Boycott of Israel
252.225-7048: Export-Controlled Items
252.227-7015: Technical Data–Commercial Items
252.227-7016: Rights in Bid or Proposal Information
252.227-7037: Validation of Restrictive Markings on Technical Data
252.228-7001: Ground and Flight Risk
252.228-7005: Accident Reporting and Investigation Involving Aircraft, Missiles, and Space Launch Vehicles
252.244-7000: Subcontracts for Commercial Items
252.246-7003: Notification of Potential Safety Issues
252.247-7003: Pass-Through of Motor Carrier Fuel Surcharge Adjustment to the Cost Bearer

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