Panduit Terms and Conditions of Purchase

Effective Date: February 1, 2017

Except as otherwise agreed in a written supply agreement signed by both parties, these Terms and Conditions of Purchase (hereinafter, the "Terms and Conditions") will govern each purchase order issued by Panduit Corp. and/or its subsidiaries and affiliates (hereinafter, collectively, "Panduit"). If Supplier is a party to a separately signed written agreement with Panduit governing Panduit’s purchases of Supplier's products and/or services, then such signed agreement will have precedence over these Terms and Conditions to the extent they conflict with these Terms and Conditions. No additions or modifications to these Terms and Conditions will be binding on Panduit unless agreed to in writing and signed by an authorized representative of Panduit. Panduit specifically rejects all pre-printed, non-negotiated terms in Supplier's quotation, proposal, purchase order acknowledgement, standard terms and conditions of sale, or similar documents. Panduit's failure to object to any term or condition in any communication from Supplier will not be construed as an agreement with such terms and conditions. Supplier's acceptance and/or fulfilment of a Panduit purchase order constitutes Supplier's acceptance of these Terms and Conditions. These Terms and Conditions are in effect as of the time of publication and may change at any time.

1. Purchase Orders.
   1. Supplier will not deliver products or services without first obtaining Panduit's purchase order.
   2. Unless otherwise agreed, Supplier agrees to send a purchase order acknowledgement via return email or via ORACLE iSupplier Portal within twenty-four (24) hours after receipt of Panduit's purchase order confirming acceptance and compliance with all Panduit requirements and specifications.
2. Pricing and Payment Terms.
   1. Supplier agrees to supply Panduit with the products and services at the prices set forth on the purchase order, and Panduit will not be liable to Supplier for any charges other than those specified on Panduit's purchase order. Any price revisions must be mutually agreed by the parties and documented in a revised purchase order.
   2. Supplier represents and warrants that the prices that Supplier charges to Panduit for the products and services shall not be less favorable than prices Supplier charges to Supplier's similarly situated customers purchasing similar products or services in similar quantities, If, at any time, Supplier extends to any other such customer more favorable prices, Supplier shall then offer to sell to Panduit at equivalent prices.
   3. Unless specified differently on the purchase order, invoices will be paid to Supplier in full within sixty (60) days of the invoice's receipt for all products and services accepted by Panduit.
3. Delivery and Freight Terms
   1. Unless otherwise requested by Panduit, Supplier will deliver the products on the date indicated on the purchase order (the "Delivery Date") either to Panduit's dock, or Supplier's dock, as required by the applicable Incoterm indicated on the purchase order, and to follow the inbound routing instructions.
   2. Supplier agrees that the Delivery Dates and quantities set forth on the purchase order are of the essence and that Panduit may reject and/or return at Supplier's expense any delivery of products received after the Delivery Date or in excess of the quantity specified in the purchase order.
   3. All purchase orders are to ship complete. No back orders or partial shipments will be accepted unless expressly authorized by Panduit. Panduit reserves the right to reject any back order or partial shipment received without proper authorization.
   4. Supplier agrees that all costs associated with expedited delivery (including air shipments) caused by Supplier late shipments will be the responsibility of Supplier. These costs include, but are not limited to, airport fees, storage and all delivery costs.
4. Supplier Representations and Warranties
   1. Supplier represents and warrants that: (a) Supplier will convey good title to the products and that no claim, lien, encumbrance or action exists or is threatened against Supplier that would interfere with Panduit's use or sale of the products; (b) the products are free from defects in design, material and workmanship, and fit for their intended purposes; (c) the products will conform to the drawings and/or specifications identified on the purchase order, including without limitation, all Panduit and industry specifications identified or referenced in the Panduit drawings and all samples and/or other descriptions furnished or approved by Panduit; (d) the products do not infringe any patent or any other intellectual property rights of any third party; and (e) all products and packaging comply with all applicable environmental laws, regulations, and other regulatory requirements, including but not limited to RoHS, REACH, and the Conflict Minerals Rule. Supplier shall promptly notify Panduit in writing if any materials or products required by Panduit's purchase order that are deemed hazardous under any laws, rules, or regulations of any applicable governmental or regulatory authority. In the event that any product or material to be supplied to Panduit is identified as hazardous pursuant to the OSHA Hazard Communication Standard (29 CFR Part 1910.1200) or any other applicable law or regulation, Supplier shall provide Panduit with a GHS safety data sheet for each product.
   2. Upon Panduit's request, Supplier agrees to participate in Panduit's environmental compliance program, which requires Supplier to provide information about the substances contained in its products and packaging. Supplier shall ensure the information it provides about the substances contained in its products and packaging is complete and accurate. Supplier understands and acknowledges that Panduit will place total reliance on Supplier's representations and Supplier agrees to indemnify and hold harmless Panduit against all actions, claims, damages and/or penalties or fines imposed on Panduit as a result of the information Supplier provides under this paragraph being inaccurate or incomplete and/or as a result of the products and/or packaging violating any applicable environmental law, regulation, or other regulatory requirement.
   3. Supplier represents and warrants that: (a) the services shall be performed in a professional manner, consistent with generally accepted industry standards; (b) the services shall be performed and all deliverables will comply with the specifications and requirements identified on the purchase order or applicable statement of work; and (c) Supplier shall maintain any and all licenses and permits required to be maintained to provide the services to Panduit.
   4. These warranties shall be in addition to any other warranties customarily extended by Supplier to its customers and shall survive acceptance and payment. Panduit shall have the right to assign Supplier's warranties to Panduit's customers.
   5. Supplier represents and warrants that it will comply with Panduit's Supplier Code of Conduct, the terms of which are available at www.panduit.com under the "Legal Information" tab and incorporated herein by reference.
5. Quality Requirements.
   1. Upon request, Supplier agrees to enclose a Certificate of Compliance ("COC") with each production lot which is signed by an authorized agent of Supplier, and which states that Supplier certifies that the products are in conformance with all applicable specifications and that test reports and other evidence of conformance with the specifications are on file and available for examination by Panduit. [For products shipped to Panduit’s Orland Park, Illinois facility, all shipments of production material require a COC.]
   2. When required by Panduit, Supplier agrees to enclose material certification and comparison test data (i.e., Certificate of Analysis) with each shipment.
   3. Supplier agrees to give Panduit sixty (60) days written notice prior to implementing any changes which will affect the form, fit or function of any product, any process changes or changes in the equipment or manufacturing location or the material and/or components purchased by the Supplier that are incorporated, combined or mixed with the products supplied to Panduit under this Agreement.
   4. Supplier agrees not to ship production parts manufactured under new process to Panduit without Panduit's written approval.
6. Defective Product Warranty.
   1. Defective Products are defined as products that are defective in design, material or workmanship or do not meet the Specifications or which are not fit for their intended purpose. Upon Panduit's notice to Supplier of Defective Products, Supplier will, at Panduit's sole discretion, refund or credit Panduit the purchase price of the Defective Products, or repair or replace the Defective Products without charge and in a timely manner. In addition to the replacement or refund of the purchase price of the Defective Products, Supplier agrees that it will reimburse Panduit for all actual and reasonable costs and expenses incurred because of Defective Products, including but not limited to, attorneys' fees and any costs incurred in the inspection, return, receipt, transportation, care and custody of the Defective Products as well as the costs of deinstallation of Defective Products and reinstallation of replacement products. Panduit may, at its sole discretion, require Supplier to pay for air freight costs for shipment of replacement products when it is necessary to meet Panduit customer demands. After notifying Supplier of the Defective Products, Panduit may cancel any outstanding purchase orders immediately. Upon such cancellation, Panduit will not be liable to Supplier for any monies due for the cancelled purchase orders including any costs for completed products, products in process or materials acquired or contracted for. If Defective Products are returned to Supplier for analysis and the defects are confirmed, Supplier agrees to destroy the Defective Products at its expense, at a mutually agreeable date and in the presence of Panduit's representative. Panduit reserves the right to set off any amounts due to Panduit by Supplier under this paragraph from any and all outstanding future invoices.
   2. Panduit will notify Supplier of Defective Products and, after obtaining Supplier's authorization, may elect to sort/rework such Defective Products in order to maintain Panduit's production flow and customer demand. In such event, Supplier agrees to pay Panduit all reasonable labor costs plus any related material and equipment costs attributable to Panduit sorting/rework. Panduit will request re-work authorization from Supplier. Supplier shall provide re-works authorization number to Panduit within forty-eight (48) hours. Panduit will deduct re-work charges from Supplier's next scheduled payment.
7. Indemnification
   1. Supplier agrees, at its own expense, to indemnify, defend and save harmless Panduit, Panduit's distributors and the end users of the products and services, from all liability, loss or expense, including costs of settlement and attorneys' fees, resulting from any claim that Panduit's use, possession or sale of the products and/or services infringes any copyrights, patent or trademark or is a misappropriation of any trade secret. The foregoing indemnity shall not apply if Panduit provided the design for the products and such design was the cause of the infringement.
   2. Supplier agrees to defend, hold harmless, and indemnify Panduit, Panduit’s distributors, and the end users of the products and services, from and against all liability, loss or expense, including costs of settlement and attorneys’ fees, arising from or in connection with any third party claims or demands to recover for personal injury or death, property damage or economic loss caused by Defective Products or Supplier’s negligent performance of the services.
8. Insurance. Supplier will maintain, at its sole expense, Commercial General or Public Liability insurance (hereinafter, "CGL") (including product and completed operations, personal and advertising injury and contractual liability coverage) with a minimum per occurrence limit of $2,000,000; and general aggregate limit of $5,000,000; Products and Completed Operations aggregate limit of $2,000,000 and Personal & Advertising Injury aggregate limit of $2,000,000, written on an occurrence form. The CGL insurance policy must include a Broad Form Vendor Endorsement in favor of "Panduit Corp., its affiliates and subsidiaries." Supplier agrees to continue to procure and maintain products and completed operations liability insurance coverage for a minimum of two years after delivering the products to Panduit. The policy limits specified herein shall not be reduced or eroded by fees or costs associated with defending or processing claims as occurs under a declining balance or similar type of policy. The policy shall not be a declining balance or similar type of policy but instead shall be a policy with limits that may only be reduced by amounts paid toward claims or losses. The CGL insurance policy must include additional insured status in favor of "Panduit Corp., its affiliates and subsidiaries." Supplier shall also specifically confirm the Broad Form Vendor Endorsement. The additional insured endorsements must be at least as broad as the total coverage provided under (a) an ISO Form CG 2010 (October 2010) additional insured endorsement; (b) an ISO Form CG 2037 (October 2010) additional insured endorsement; and (c) an ISO Form CG 2015 (July 2004) vendors endorsement damages. Additional insured status shall extend to defense costs as well. The CGL insurance policy must be purchased from insurers with an AM Best Rating of A- or better and a financial class rating of 7 or better. All policies maintained by Supplier shall be primary and non-contributory as respects any coverage maintained by Panduit. Further, Supplier agrees to waive its rights of subrogation as respects any claims covered, or which should have been covered, by valid and collectible insurance including any deductibles or self-insurance maintained thereunder. Coverage and limits referred to above shall not in any way limit the liability of Supplier to Panduit.
9. Export Regulations.
   1. Supplier shall provide Panduit with the export classification of all products, software and technical data purchased by Panduit, which shall consist of the Commerce Control List classifications under the U.S. Export Administration Regulations ("EAR") (i.e., the applicable Export Control Classification Number or EAR99 designation) or other relevant export classification determined in accordance with the laws and regulations of the relevant foreign governmental agency, and information as to whether these items are considered "mass market" items under the EAR. Supplier shall also provide Panduit, upon request, with information relating to the cryptographic features and functionality of all products, software and technical data purchased by Panduit, which shall include but is not limited to purpose of the cryptography, types of algorithms used, key lengths, and cryptographic information of any third party parties embedded or incorporated into the product. In addition, upon Panduit's request, Supplier shall also provide the current Harmonized System tariff classification codes for each product purchased by Panduit. When Incoterms 2010 call for Supplier to obtain any required export licenses, Supplier shall apply for all licenses necessary for the export of products being sold to Panduit. Supplier will also provide Panduit with the Certificates of Origin or other required certifications under the North America Free Trade Agreement or other applicable international, national, regional or local laws, regulations or trade preference programs, if applicable.
   2. Supplier is either directly or indirectly responsible for the import and export of products sold to Panduit, and must be aware of and comply with all applicable laws that govern international trade. Accordingly, Supplier is expected to, among other things, make accurate customs declarations, not mischaracterize the value or nature of goods in any way that may create liability for Panduit, and obtain (or assist in obtaining) any required licenses, approvals or other permits.
      1. In the event that the term of sale specified under the purchase order is Delivered Duty Paid ("DDP"), pursuant to Incoterms 2010 or any later amendment to the Incoterms, Supplier shall give Panduit written notice of shipment when the products are delivered to a carrier for transportation. Supplier shall be responsible for all costs of transportation, export clearance from the point of origin, and import clearance into the United States or other destination import countries including payment of applicable duties, fees, taxes and charges. Supplier shall, at its own expense, obtain minimum insurance coverage for the transportation and carriage of the products from their point of origin to the delivery location, and the certificate of insurance shall name Panduit as an additional insured. Further, title shall pass to Panduit upon the timely delivery of the goods to the delivery location. For imports into the United States, Supplier shall also provide Panduit, upon request, with copies of the Entry Summary (CBP Form 7501) and Entry/Immediate Delivery (CBP Form 3461).
10. Confidential Information.
    1. Definition of Confidential Information. "Confidential Information" for purposes of these Terms and Conditions shall mean: (a) the terms of the applicable purchase order and (b) all information and material disclosed or provided by Panduit to Supplier about Panduit's business, products and technology.
    2. Permitted Use of Confidential Information. Supplier shall: (a) use the Confidential Information only for the purposes of fulfilling Supplier's obligations under the applicable purchase order and (b) use the same degree of care with the Confidential Information as with its own confidential information, but not less than a reasonable standard of care. Supplier will not disclose the Confidential Information to any third party other than to its officers, directors, managers, and employees and permitted contractors (collectively, "Authorized Parties"), solely to the extent necessary to permit them to assist the Supplier in performing its obligations under the applicable purchase order. Supplier agrees that prior to disclosing the Confidential Information to any Authorized Party, Supplier shall advise the Authorized Party of the confidential nature of the Confidential Information and ensure that such party has signed a confidentiality agreement no less restrictive than the terms of these Terms and Conditions.
    3. Exceptions. Confidential Information does not include that which: (a) is or becomes generally available to the public other than as a result of disclosure by Supplier; (b) was available on a non-confidential basis prior to its disclosure to Supplier; (c) is or becomes available to Supplier on a non-confidential basis from a source other than Panduit when such source is not, to the best of Supplier's knowledge, subject to a confidentiality obligation with Panduit; or (d) was independently developed by Supplier, without reference to the Confidential Information, and Supplier can verify the development of such information by written documentation.
    4. Equitable Relief. Supplier acknowledges that if it or any of its Authorized Parties fail to comply with any of their obligations regarding confidentiality hereunder, Panduit may suffer immediate, irreparable harm for which monetary damages may not be adequate. Supplier agrees that, in addition to all other remedies provided at law or in equity, Panduit shall be entitled to seek injunctive relief hereunder.
11. No Agency/Partnership/Non-Exclusivity. Nothing in these Terms and Conditions is intended or shall be deemed to constitute a partnership, distributorship, agency, employer-employee, or joint venture relationship between the parties. The parties are independent contractors. These Terms and Conditions do not create an exclusive relationship between the parties.
12. Assignment. These Terms and Conditions are binding upon, and inure to the benefit of Panduit, Supplier and their successors and permitted assigns. Supplier may not assign, delegate or subcontract its obligations under Panduit's purchase order, in whole or in part, without Panduit's prior written consent. Any attempt to do so without such consent shall be null and void. In the event the obligations under the purchase order are properly assigned, these Terms and Conditions shall bind and benefit the parties hereto and their representatives, successors and assigns.
13. Governing Law, Venue and Language. These Terms and Conditions and the rights and obligations of the parties shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, rather, the rights and obligations of the parties under these Terms and Conditions shall be governed by the law of the State of Illinois, including its provisions of the Uniform Commercial Code, without regard to conflict of law rules or provisions thereof. Any dispute or claim arising out of these Terms and Conditions shall be heard in the Circuit Court of Cook County, Illinois, or the Federal District Court for the Northern District of Illinois. English shall be the official language of these Terms and Conditions.
14. Entire Agreement and Amendment. Unless a written agreement has been executed by the parties regarding Panduit's purchases from Supplier, these Terms and Conditions and Panduit's purchase order together constitute the entire agreement of the parties covering products provided by Supplier to Panduit. These Terms and Conditions supersede all other written or oral agreements between the parties with respect to the purchase of products or services pursuant to Panduit's purchase order. Supplier and Panduit may modify these Terms and Conditions only by an express written agreement signed by the parties.