General Terms and Conditions of Purchase Order

Revised 11-06-2025

Applicability. This purchase order is an offer by Buyer for the purchase of any goods or services specified in this purchase order (the “Goods“) from Seller in accordance with and subject to these terms and conditions (the “Terms“; together with the terms and conditions in the related purchase order, the “Order“). The Order and any documents incorporated by reference constitute the entire agreement of the parties with respect to the Order, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Seller’s acceptance of the terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude Seller’s general terms and conditions of sale or any other document issued by Seller in connection with this Order.
a) These Terms apply to any repaired or replacement Goods provided by Seller hereunder.
b) Buyer is not obligated to any minimum purchase or future purchase duties.
Acceptance. This Order is not binding on Buyer until Seller accepts the Order in writing or starts to perform in accordance with the Order. The Buyer may withdraw the Order before it is accepted by the Seller.
Delivery Date. Seller shall deliver the Goods on the date(s) specified in this Order or as otherwise agreed in writing by the parties (the “Delivery Date“). Time is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate the Order immediately by providing written notice to Seller, and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses attributable to Seller’s failure to timely deliver the Goods.
Delivery Location. All Goods shall be delivered to the address or addresses specified in this Order (the “Delivery Location”) during Buyer’s normal business hours or as otherwise instructed by Buyer.
Shipping Terms. Seller shall give written notice of shipment to Buyer when the Goods are delivered to a carrier for transportation. Seller shall provide Buyer with all shipping documents, including the commercial invoice, packing list, air waybill or bill of lading, and any other documents necessary to release the Goods to Buyer within two (2) business days after Seller delivers the Goods to the transportation carrier. The Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence, and any other documents related to the Order.
Title and Risk of Loss. Title passes to Buyer upon delivery of the Goods to the Delivery Location. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.
Packaging. All goods shall be packed for shipment according to Buyer’s instructions or, absent instructions, in a manner sufficient to ensure that the Goods are delivered undamaged. Seller must provide Buyer with prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be at Seller’s expense.
Amendment and Modification. No change is binding unless in signed writing, specifically stating that it amends this Order.
Inspection and Rejection of Nonconforming Goods. The Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject any Goods if it determines any Goods are nonconforming. If Buyer rejects any Goods, Buyer may, upon written notice to Seller: (a) rescind the entire Order; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and demand replacement. If Buyer requires replacement, Seller shall, at its expense, promptly replace the nonconforming Goods and pay all related expenses, including, but not limited to, shipping 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 from a third party, charge Seller the cost, and terminate this Order for cause pursuant to Section 18. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s duties, and Buyer shall have the right to conduct further inspections after Seller has carried out any remedial actions.
Price. The price of the Goods is the price stated in the Order (the “Price“). If no price is included, the Price shall be the price set out in the Seller’s published price list in force as of the date of the Order. Unless otherwise specified in the Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties and fees, and applicable taxes, including, but not limited to, all tariffs and sales, use, or excise taxes. No increase in the Price is effective, whether due to increased material, labor, transportation, or other costs, without Buyer’s prior written consent.
a) Most Favored Customer. Seller represents and warrants that the price for the Goods is the lowest price charged by Seller to any of its external buyers for similar Goods. If the Seller charges another buyer a lower price, the Seller must apply that price to the Buyer’s Goods. If Seller fails to apply the lower price, Buyer, at its option, may terminate this Order without liability pursuant to Section 18.
Payment Terms. All invoices delivered by Seller must meet Buyer’s requirements in the Purchase Order and must reference the applicable Purchase Order number, and will be due thirty (30) days after Buyer’s receipt of a proper and undisputed invoice, unless otherwise agreed upon by the Parties in writing. The Buyer may reject invoices that do not meet these requirements. In a payment dispute, Buyer shall deliver a written statement to Seller no later than five (5) business days before the due date of the disputed invoice, providing a reasonably detailed description of each disputed item. Amounts not disputed are deemed accepted and must be paid, notwithstanding disputes on other items, before the due date. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its duties notwithstanding any such dispute.
Setoff. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off, at any time, any amount owed by Seller against any amount payable by Buyer.
Warranties. Seller warrants that for 12 months from the Delivery Date, all Goods will: (a) be free from defects in workmanship, material and design; (b) conform to applicable specifications, drawings, designs, samples, and other requirements specified by Buyer; (c) be fit for their intended purpose; (d) be merchantable; (e) be free and clear of all liens, security interests, or other encumbrances; and (f) not infringe or misappropriate any third party’s intellectual property rights. These warranties survive any delivery, inspection, acceptance, or payment of or for the Goods by Buyer. These warranties are cumulative and add to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the Goods’ noncompliance. If Buyer gives Seller notice of noncompliance, 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, shipping for the return, repair, or replacement of the nonconforming goods.
General Indemnification. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s parent company, their subsidiaries, affiliates, successors, or assigns and their respective directors, officers, shareholders, and employees and Buyer’s customers (collectively, “Indemnitees“) against 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 indemnification and pursuing insurance providers (collectively, “Losses“) in connection with the Goods or Seller’s negligence, willful misconduct, or material breach. Seller shall not enter into any settlement without Buyer’s or Indemnitee’s prior written consent.
Intellectual Property Indemnification. Seller shall, at its expense, defend, indemnify, and hold harmless Buyer and any Indemnitee against all Losses in connection with any claim that Buyer’s or Indemnitee’s use or possession of the Goods infringes or misappropriates any third-party intellectual property right. Seller shall not enter into any settlement without Buyer’s or Indemnitee’s prior written consent.
Insurance. During the Order’s term and for 12 months thereafter, Seller shall, at its own expense, carry insurance, including but not limited to commercial general liability (including product liability) in a sum no less than $1 million with financially sound and reputable insurers (“Required Insurance”). Upon Buyer’s request, Seller shall provide Buyer with a certificate of insurance showing the Required Insurance. Seller shall provide Buyer 10 days’ advance written notice upon a material change to Seller’s Required Insurance. To the extent lawful, Seller shall require its insurer to waive all rights of subrogation against Buyer, Buyer’s insurers, or the Indemnitees.
Compliance with Law. Seller shall comply with all applicable laws, regulations, and ordinances. Seller shall maintain all the licenses, permissions, authorizations, consents, and permits it needs to fulfill its duties under the Order. Seller shall comply with all export and import laws involved in the sale of Goods. Seller assumes all responsibility for shipments of Goods requiring any import clearance. Buyer may terminate this Order if any government authority imposes antidumping duties, countervailing duties, or any retaliatory duties on the Goods.
Termination. Buyer may terminate this Order, in whole or in part, at any time with or without cause for undelivered Goods with 10 days’ prior written notice to Seller. In addition to any remedies that may be provided under these Terms, Buyer may terminate this Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, or is subject to bankruptcy proceedings, receivership, reorganization, or assignment for the benefit of creditors, then the Buyer may terminate this Order upon written notice to Seller. If Buyer terminates the Order for any reason, Seller’s sole remedy is payment for the Goods accepted by Buyer before termination.
Liability Limitation. Nothing in this Order limits Seller’s liability under Sections 13, 14, 15, and 21 hereof, or for fraud, personal injury, or death caused by its negligence or willful misconduct.
Waiver. No waiver by any Party shall be effective unless in writing and signed by the waiving Party. Except as otherwise set forth, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Order shall operate or be construed as a waiver, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any further or other exercise of it or any other right, remedy, power, or privilege.
Confidential Information. All non-public, confidential, or proprietary information disclosed by Buyer to Seller— whether oral, written, electronic, or otherwise, and whether or not marked as confidential—including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, is solely for performing the Order and may not be disclosed or copied without Buyer’s prior written consent. Upon request, Seller must promptly return all such materials. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) public, (b) known to the Seller at disclosure, or (c) lawfully received from a third party without restriction.
Force Majeure. No Party shall be liable or in breach of this Order, for any failure or delay in performance, to the extent such Party’s (the “Impacted Party”) failure or delay arises from a force majeure event (“Force Majeure”), like: (a) acts of God; (b) flood, fire, earthquake, OTHER DISASTER(S) OR CATASTROPHE(S), SUCH AS EPIDEMICS, PANDEMICS (including COVID-19, SARS-CoV-2, or any related strand) or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency. The Impacted Party shall give notice within ten (10) business days of the Force Majeure to the other Party, stating the time it is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure are minimized. The Impacted Party shall resume the performance of its duties as soon as reasonably practicable after the removal of the cause. If the Impacted Party’s failure or delay remains uncured for twenty (20) consecutive calendar days following written notice, the other Party may thereafter terminate this Agreement upon ten (10) calendar days’ written notice.
Assignment. Any assignment, transfer, or subcontract by Seller is void without Buyer’s prior written consent. No assignment or delegation shall relieve the Seller of any duties hereunder. Buyer may at any time assign, transfer, or subcontract without Seller’s prior written consent.
Parties’ Relationship. The Parties are independent contractors. Nothing in this Order creates an agency, partnership, joint venture, employment, fiduciary, or exclusive relationship, and neither Party may bind the other in any way.
No Third-Party Beneficiaries. This Order is for the sole benefit of the Parties and their successors and permitted assigns, and nothing herein shall confer upon any third party any right, benefit, or remedy.
Governing Law. This Order is governed by the internal laws of the State of Missouri, without regard to conflict of law rules that would apply another jurisdiction’s laws. All disputes shall be resolved in state or federal courts in St. Louis, Missouri.
Submission to Jurisdiction. Any legal arising from this Order shall be brought exclusively in the federal or state courts located in St. Louis City or County, and each Party irrevocably submits to their exclusive jurisdiction.
Cumulative Remedies. This Order’s rights and remedies are cumulative and in addition to any other available rights and remedies.
Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice“) shall be in writing and sent to the addresses listed in this Order (or as otherwise designated by the recipient in writing), by (a) personal delivery, (b) registered or certified mail (prepaid with return receipt requested), (c) prepaid overnight courier, or (d) confirmed fax. Notice is effective only upon receipt and compliance with these requirements.
Severability. If any part of this Order is invalid, illegal, or unenforceable in any jurisdiction, that shall not affect any other part of this Order or affect such part in any other jurisdiction.
Survival. Parts of this Order which by their nature should survive termination will so survive, including, but not limited to, the following: Setoff, Warranties, General Indemnification, Intellectual Property, Indemnification, Insurance, Compliance with Laws, Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.