Spacesaver Supplier Terms & Conditions

2. Packing Slips, Bills of Lading & Invoices

• (a) Each Packing Slip, Bill of Lading, and Invoice shall bear the applicable purchase order number and the location of the plant to which goods are to be shipped. All invoices shall contain the following assurance: “Seller represents that it has complied with the Fair Labor Standards Act of 1938, as amended, in producing the goods or performing the services covered by this invoice.”
• (b) A numbered Master Packing Slip shall accompany each shipment.
• (c) Original Bill of Lading must be attached to invoices when mailed by Seller.
• (d) If partial shipments are made, a separate invoice must be rendered for each shipment.
• (e) If two or more orders are shipped together, each order must be invoiced separately and these invoices cross-referenced to each other.

3. Prices

No price increases will be allowed without at least 60 days written notice and prior approval of the Sourcing Agent. The price quoted includes all federal, state, and local taxes, including sales and/or use taxes applicable to this transaction, which taxes, if any, shall be paid by the Seller. If any liability for any such taxes shall hereafter be asserted against Sourcing Agent or Buyer, Seller shall promptly upon notice from Sourcing Agent or Buyer pay the amount thereof, including any penalty or interest.

4. Acceptance

• (a) Unless otherwise provided herein, it is understood and agreed that the written acceptance by Seller of this purchase order or the commencement of any work or the performance of any services hereunder by Seller (including the commencement of work or the performance of any services with respect to samples) shall constitute acceptance by Seller of this purchase order and of all of its terms and conditions, and that such acceptance is expressly limited to such terms and conditions. Sourcing Agent or Buyer’s design and manufacturing information, whether furnished by drawings, specifications, samples, or orally, shall be confidential and shall be used by Seller only for the purpose of filling this order. Seller shall not furnish any such information to, or furnish any specially designed articles for, any other person without the express written consent of Sourcing Agent.

5. Shipping Releases

• (a) Unless specific delivery dates are provided in this purchase order, Seller shall not fabricate any of the goods covered by this purchase order, or procure any of the materials required in their fabrication, or ship any of such goods to Sourcing Agent or Buyer, except to the extent that it is authorized in written instructions furnished to Seller by Sourcing Agent or Buyer. Sourcing Agent or Buyer shall have no responsibility for goods for which delivery dates or such written instructions have not been provided. Shipments in excess of those authorized may be returned to Seller and Seller shall pay Sourcing Agent or Buyer for all packing, handling, sorting, and transportation expenses incurred in connection with such shipments. Sourcing Agent or Buyer may from time to time change shipping schedules specified in this purchase order or contained in such written instructions or direct temporary suspension of such scheduled shipments.
• (b) Delivery must be made in accordance with time stated on this purchase order, otherwise Sourcing Agent or Buyer reserves the right to cancel it.

6. Inspection

Sourcing Agent reserves the right to verify purchased product at the Seller’s premises, and Sourcing Agent’s customers may verify at subcontractor’s premises and the Seller’s premises that subcontracted product conforms to specified requirements.

7. Patents

• (a) Seller warrants that the goods specified herein and their sale or use alone or in combination according to Seller’s specifications or recommendations, if any, will not infringe any United States or foreign patents.
• (b) Seller hereby grants to Sourcing Agent or Buyer a license to repair, rebuild, and relocate and to have repaired, rebuilt, and relocated patented goods purchased by Sourcing Agent or Buyer under this purchase order.

8. Termination at Option of Sourcing Agent or Buyer

• (a) Performance of work under this purchase order may be terminated by Sourcing Agent or Buyer at its option, in whole or in part at any time by delivery, or by mailing, of a written notice of termination to Seller. Sourcing Agent or Buyer shall have such right of termination notwithstanding the existence with respect to Seller of any of the causes or events specified in Paragraph 9 (Excusable Delays) of this purchase order.
• (b) After receipt of notice of termination, Seller shall, unless otherwise directed by Sourcing Agent or Buyer, immediately terminate all work under this purchase order and shall, unless otherwise directed by Sourcing Agent or Buyer, (1) terminate all orders and subcontracts relating to the performance of the work terminated by the notice of termination; (2) settle all claims arising out of such termination of orders and subcontracts; (3) transfer title and deliver to Sourcing Agent or Buyer (i) all completed work which conforms to the requirements of this purchase order and does not exceed, in quantity, the amount authorized for production by Sourcing Agent or Buyer, and (ii) all reasonable quantities (but not in excess amounts authorized by Sourcing Agent or Buyer) of work in process and materials produced or acquired in respect of the performance of the work terminated which are of a type and quality suitable for producing goods which conform to the requirements of this purchase order and which cannot reasonably be used by Seller in producing goods for itself or for its other customers, (4) take all action necessary to protect property in Seller’s possession in which Sourcing Agent or Buyer had acquired an interest, (5) submit to Sourcing Agent or Buyer promptly, but not later than two weeks from the effective date of termination, its termination claim, subject to terms of 8c; provided, however, that in the event of failure of Seller to submit its termination claim within such period, Sourcing Agent or Buyer may determine, notwithstanding the provisions of subparagraph (c) hereof, on the basis of information available to it, the amount, if any, due Seller with respect to the termination, and such determination shall be final.
• (c) Upon termination by Sourcing Agent or Buyer under this Paragraph, Sourcing Agent or Buyer shall pay to Seller the following amounts without duplication: (1) the purchase order price for all goods or services which have been completed in accordance with this purchase order and not previously paid for; (2) the actual costs incurred by Seller in accordance with this purchase order to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting practices to the terminated portion of this purchase order, including the actual cost of work in process and materials delivered to Sourcing Agent or Buyer.
• (d) The provisions of this Paragraph shall not apply if this purchase order is cancelled by Sourcing Agent or Buyer for the default of Seller.

9. Excusable Delays

• (a) Neither Sourcing Agent, Buyer, nor Seller shall be liable for a failure to perform hereunder arising from causes or events beyond the reasonable control and without the fault or negligence of Sourcing Agent, Buyer, or Seller in failing to perform hereunder, including but not limited to, labor disputes of any kind.
• (b) Notwithstanding the foregoing, if the contract is not properly performed by the delivery of the materials and/or services and/or the timely preparation of the materials for delivery, as specified in said contract, upon seven (7) days’ notice, KI may secure the aforesaid materials and/or services from another source and not be liable for any accrued charges incurred by the Seller.

10. Changes

• (a) Sourcing Agent or Buyer may at any time, by written change order, make changes in (1) the drawings, designs, and/or specifications applicable to the goods and/or services covered by this purchase order, (2) the method of shipment and packing, and/or (3) the place of delivery.
• (b) If any such changes affect the time for performance, the cost of manufacturing such goods, or the cost of furnishing such services, Sourcing Agent or Buyer shall make an equitable adjustment in the purchase price or the delivery schedule or both.
• (c) Seller shall not make any changes in the design or composition of any goods ordered hereunder without the prior written approval of Sourcing Agent or Buyer.

11. Bailed Property

• (a) Unless otherwise provided in this purchase order or in any other agreement between Sourcing Agent, Buyer, and Seller, all goods, materials, facilities, tools, jigs, dies, fixtures, patterns, and equipment furnished to Seller by Sourcing Agent or Buyer to perform this purchase order or for which Seller has been reimbursed by Sourcing Agent or Buyer, shall remain the property of Sourcing Agent or Buyer, and Seller shall bear the risk of loss of and damage to such property, normal wear and tear excepted. Such property shall at all times be properly housed and maintained by Seller, shall be deemed to be personalty; shall be marked “Property of Spacesaver Corporation.” by Seller, shall not be moved from Seller’s premises without Sourcing Agent or Buyer’s prior written approval; and shall, upon request of Sourcing Agent or Buyer, be immediately delivered to Sourcing Agent or Buyer by Seller, f.o.b, Seller’s plant, properly packed and marked in accordance with requirements of the carrier selected by Sourcing Agent or Buyer to transport such property, or shall, upon request of Sourcing Agent or Buyer, be immediately delivered to Sourcing Agent or Buyer by Seller at any location designated by Sourcing Agent or Buyer, in which event Sourcing Agent or Buyer shall pay to Seller the cost of delivering such property to such location. Sourcing Agent or Buyer shall have the right to enter onto Seller’s premises at all reasonable times to inspect such property and Seller’s records with respect thereto.

12. Remedies

• (a) The individual right and remedies reserved herein shall be cumulative and additional to any other or further remedies provided in law or equity or in this purchase order and shall include all remedies, rights, and provisions provided by the Uniform Commercial Code as adopted in Wisconsin. No waiver of any breach of any provision of this purchase order shall constitute a waiver of any other breach, or of such provision.

13. Modification of Purchase Order & Non-Assignment

• (a) This purchase order, together with any written instruction issued hereunder, contains the complete and final agreement between Sourcing Agent, Buyer, and Seller, and no agreement or other understanding in any way purporting to modify the terms and conditions thereof shall be binding upon Sourcing Agent or Buyer unless otherwise agreed to by Sourcing Agent or Buyer in writing on or subsequent to the date of this order. Seller shall not delegate in any manner to any other person the performance of any work or the supplying of any services due under this purchase order. Seller may assign monies due and to become due under this purchase order, provided, however, that Sourcing Agent or Buyer shall be entitled to assert against the assignee thereof all rights, claims, and defenses of every type (including, without limitation, rights of setoff, recoupment, and counter-claim), which Sourcing Agent or Buyer could assert against Seller, whether acquired prior or subsequent to such assignment.

14. Seller Agrees

Seller agrees that in the manufacture and sale of goods to Buyer (contractor), Seller (subcontractor) shall comply with all applicable federal, state, and local laws, including but not limited to, the following:

This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to protected veteran status or disability.

This contractor and subcontractor shall abide by all provisions of Executive Order 13496 and all relevant rules, regulations, and orders in regard to Executive Order 13496 as found in 29 CFR Part 471, Appendix A to Subpart A.

Applicable laws also include the Federal Occupational Safety and Health Act of 1970, as applicable, the Service Contract Act of 1965 (41 U.S.C 351), 38 U.S.C. 4212, and FAR Sections 52.219-8, 52.203-15, 52.222-15, 52.222-26, 52.222-35, 52.222-36, 52.222-37, 52.222-41, 52.223-18, and 52.225-13. All goods sold by Seller to Buyer shall conform to the requirements of applicable laws, orders, and regulations, and this purchase order shall be deemed to incorporate by reference all the clauses required by the provisions of all such laws, orders, and regulations.

15. Applicable Law

• (a) This purchase order, and all disputes arising hereunder, shall be governed by the laws of the State of Wisconsin. Sourcing Agent, Buyer, and Seller further agree that Sourcing Agent or Buyer shall have the exclusive discretion to refer any dispute arising hereunder or related hereto to binding arbitration. Any such arbitration proceedings shall be conducted pursuant to the Rules of the American Arbitration Association shall be venued at Sourcing Agent or Buyer’s election in Milwaukee or Green Bay, Wisconsin and shall be final, non-appealable, and binding on both Sourcing Agent, Buyer, and Seller.

16. Warranty

• (a) Seller warrants that the goods covered by this purchase order will conform to the specifications, drawings, samples, or other description furnished or specified by Sourcing Agent or Buyer, and will be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, and free from defect. The warranties and remedies provided herein shall be in addition to those implied by or available at law and shall exist notwithstanding the acceptance by Sourcing Agent or Buyer of all or part of the goods with respect to which such warranties and remedies are applicable.

17. Premium Shipments

• (a) If, because of failure of Seller to meet the delivery requirements of this purchase order, Sourcing Agent or Buyer finds it necessary to require shipment of any of the goods covered by this purchase order by a method of transportation other than the method originally specified by Sourcing Agent or Buyer, Seller shall reimburse Sourcing Agent or Buyer the amount, if any, by which the cost of the more expeditious method of transportation exceeds the cost of the method of transportation originally specified unless such failure is due to causes beyond the control and without fault or negligence of Seller.

18. Indemnification

Seller agrees to indemnify and hold Sourcing Agent or Buyer, and Sourcing Agent or Buyer’s agents, customers, and other parties with which Sourcing Agent or Buyer deals, harmless from and against any and all liability, loss, damage, injury, fine, penalty, claim, action, proceeding, judgment, cost, and expense, including reasonable attorneys’ fees to the extent not prohibited by law, arising out of, caused, brought about, or in any way relating to the goods or services furnished or performed by Seller pursuant to this Purchase Order, or Seller’s breach of or failure to perform or comply with the terms, conditions, covenants, and warranties contained in or arising under this Purchase Order. Seller further agrees, upon request by Sourcing Agent or Buyer and at Seller’s sole expense, to defend or assist in the defense of any such claim, action, or other proceeding.

19. Title and Risk of Loss

Regardless of F.O.B. terms, title and risk of loss to the goods shall not pass to Sourcing Agent or Buyer until Sourcing Agent or Buyer’s receipt and acceptance of goods at destination.