Supplier Vendor Application

PPS Terms and Conditions

protection in shipment and storage. Packing must conform to applicable carrier regulations.
Packing lists shall accompany each shipment, showing Buyer’s Order number and description of
the Work. The Work shall be packaged in a manner to protect from loss and deterioration. Unless
otherwise stipulated by Buyer, all Work shall be shipped F.O.B. and to the destination or point
of delivery specified in the Order. Title and risk of loss of all Work subject to this Order shall
remain with Seller until delivery and acceptance of the Work by Buyer.
6. Delivery and Title. Time is of the essence for the delivery schedule for this Order. Seller shall
deliver all orders for Work on time. The delivery date shall be the date designated by Buyer in
written material releases or other writing. If delivery of Work is delayed beyond the time
indicated herein for any reason, Buyer reserves the right without liability (in addition to its
other rights and remedies) to cancel this Order by written or verbal notice confirmed in writing
(which notice shall be effective when received by or communicated to Seller). Upon such
cancellation, as to any of the Work not shipped, Buyer, at its sole discretion, may decide to
purchase substitute Work elsewhere.
7. Price. Buyer only accepts the firm quantities indicated in the Order. Seller represents that any
price or prices specified in this Order do not exceed Seller’s current selling prices for the same or
substantially similar Work. Unless otherwise stipulated in writing by Buyer and Seller, the sum
of all prices listed in this Order shall represent the total cost to Buyer as at the point of delivery
specified herein, including all taxes, charges for packing, crating, boxing, storage, and shipping.
If price is not clearly listed or stipulated on this Order, it is not a valid Order and Seller shall
confirm with Buyer in writing the price before filling or performing the Order.
8. Payment. Buyer shall make payment for conforming materials at the price stated in the Order.
Seller shall invoice Buyer upon shipment of an order. Unless otherwise noted in the order,
Buyer’s standard payment terms are net 30 from invoice date. At Buyer’s option, Seller may
invoice electronically. Address all invoices to: Power Plant Services, 3131 West Soffel Avenue,
Melrose Park, IL 60160.
9. Termination for Convenience. Buyer may, by notice in writing, terminate this Order or Work
under this Order for convenience and without cause, in whole or in part, at any time, and such
termination shall not constitute default. In the event of partial termination, Seller is not excused
from performance of the non-terminated balance of Work under the Order. In the event of
termination for convenience by Buyer, Seller shall be reimbursed for actual, reasonable,
substantiated and allowed costs. Buyer may take immediate possession of all Work so performed
upon written notice of termination to Seller. Seller’s obligations, including but not limited to
obligations under the warranty, proprietary rights, infringement, and indemnity against claims
provisions, shall survive such termination.
10. Termination for Default. Buyer may, by notice in writing, terminate this Order in whole or
in part at any time for Seller’s breach of any one or more of its terms, for failure to make progress
to endanger performance of this Order, or failure to provide adequate assurance of future
performance. In the event of partial termination, Seller is not excused from performance of the
non-terminated balance of Work under the Order.
11. Claims. If applicable, any claim arising out of or related to this Order, relating to the acts or
omissions of the Owner or the Prime Contract, shall be resolved in accordance with the
provisions of the Prime Contract and this Order. Seller agrees to be bound to Buyer to the same
extent that Buyer is bound to the Owner by the terms of the Prime Contract and by any and all
preliminary and final decisions and the determinations made thereunder by the party, board or
court so authorized in the Prime Contract or by law, whether or not Seller is a party to such
proceedings. In case of such dispute, Seller will comply with all provisions of the Prime
Contract allowing a reasonable time for Buyer to analyze and forward to the Owner any required
claim, communications or documentation. Buyer will, at its option, (1) present to the Owner, in
Buyer's name, Seller's claims; (2) authorize Seller to present to Owner, in Buyer's name, all of
Seller's claims and answer the
“Buyer” shall mean POWER PLANT SERVICES and “Seller” shall mean the party with
whom Buyer is contracting and to whom Buyer has issued this Purchase Order (hereinafter
“Order”). “Work” shall refer to all goods and services provided by Seller.
1. Introduction. This document has been developed to help suppliers understand the quality
requirements necessary to ensure a successful relationship with Buyer. Communication and
cooperation are key elements in achieving these high standards. Buyer expects suppliers to
have the follow basic business principles: 1) Ensure that the Work is produced in
conformance to the required standards, and Buyer will receive defect-free product, on time, at
the agreed upon terms; 2) Manage facilities, processes, quality systems and personnel to
consistently and cost-effectively manufacture products and furnish services that meet the needs
of Buyers and its customers; 3) Be committed to continual process improvement by
emphasizing reduction of part to part variation and the elimination of all waste; 4) Conduct
operations in conformance with, or exceeding all applicable environmental laws and
regulations of the jurisdictions in which the supplier does business; 5) Ensure all the Work
supplied meets applicable environmental compliance requirements; 6) Embrace and comply
with socially important values, principles and guidelines.
2. Acknowledgement. This Order constitutes Buyer’s offer to Seller and is expressly made
conditional on Seller’s acceptance of Buyer’s terms and conditions only. Any additional,
different, or inconsistent terms proposed by Seller are specifically rejected, unless otherwise
expressly agreed to in a writing signed by an authorized representative of Buyer. Seller shall
have accepted this Order by issuance of its acknowledgment, commencement of performance or
delivery hereunder, or Buyer’s acceptance, payment or use of any goods, products, materials,
components, articles, parts, services, or other property of Seller subject to this Order. No
revision to this Order shall be valid unless in writing and signed by an authorized
representative of Buyer.
3. Prime Contract Documents. If applicable, Seller agrees to be bound to Buyer by the terms
of the Prime Contract between Buyer and the Customer, Owner, End-User (as applicable)
(collectively, hereinafter the “Owner”), along with any general conditions, drawings and
specifications forming a part thereof (collectively, hereinafter the "Prime Contract"), which is
incorporated herein by reference, and to assume toward Buyer all the obligations, duties and
responsibilities that Buyer assumes toward the Owner under the Prime Contract with respect
to the Seller's portion of the Work. Seller may request a copy of the Prime Contract, which
copy may be redacted to remove financial and other terms not pertinent to the Seller or its
Work. Seller represents and agrees that it has been provided an opportunity to examine the
Prime Contract and that it has carefully examined and understands this Order and the Prime
Contract, has investigated the nature, locality and site of the Work and the conditions under
which the Work is to be performed and that Seller enters into this Order on the basis of its own
examination, investigation and evaluation of all such matters and not in reliance upon any
opinions or representations by Buyer or any of its representative officers, agents or employees.
4. Prime Contract Scope. If applicable, the Prime Contract documents are scope documents,
which indicate the general scope of Work, and as such, do not necessarily indicate or describe
all Work required for the full performance and completion of the Work under this Order. This
Order is executed on the basis of the Prime Contract documents with the understanding that
Seller is to furnish and install all items inferable from the Prime Contract documents as being
required for the proper completion of Seller's Work without adjustments to the Order price
unless the scope of Work changes substantially from that currently indicated in the contract
documents. In case of conflict in or between the Prime Contract documents and this Order: 1)
Seller will be deemed to have estimated on, and agreed to provide, the greater quantity or
better quality of materials and Work unless the Seller has asked for or obtained a written
decision from Buyer as to which method or materials may be required; and 2) the terms and
conditions of the Prime Contract documents shall control and take precedence over this Order.
5. Packing and Shipment. Seller agrees to process, package, and ship all the Work in
conformity with any purchase specifications supplied in the Order. All packing shall be at
Seller’s expense (or as may be agreed to otherwise), in suitable containers for
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to Buyer is based on a tooling and production plan capable of supplying Work to support
Buyer’s requirements.
15. Inspection and Acceptance. All Work is subject to Buyer’s inspection, testing and
approval, both at Seller’s facility and Buyer’s point of destination. Buyer reserves the right to
reject and refuse acceptance of any Work which does not comply with all the terms of this Order.
Acceptance, payment, use, or resale of Work by Buyer shall not release Seller of any of Seller’s
obligations, representations, or warranties hereunder. Payment for any Work shall not be deemed
an acceptance hereof. In the case of any defective or damaged Material, including but not limited
to non-compliance with Seller’s Quality System requirements, Seller agrees to initiate any
required corrective action within a timely manner from the date that Buyer request such action by
performing proper root cause analysis and submitting an appropriate corrective action plan.
Failure to respond to corrective actions may disqualify the Seller from being an approved
supplier.
16. Changes/Suspension. Buyer shall have the right by written order to suspend Work or to
make changes from time to time in services to be rendered or the materials to be furnished by
Seller hereunder or the delivery date. If such suspension or changes cause an increase or decrease
in the cost of performance of this Order or in the time required for its performance, an equitable
adjustment shall be negotiated promptly, and the Order shall be modified in writing accordingly.
Any claim by Seller for adjustment must be asserted in writing within five (5) days from the date
of receipt by Seller of notification of the change or suspension and shall be followed as soon as
practicable with specification of the amount claimed and supporting cost figures. However,
Seller shall not be excused from processing the Order as so changed by Buyer pending
resolution of any claim made by Seller for adjustment.
17. Subcontracting and Assignment. Seller shall not assign this Order, any rights or
obligations under this Order or any monies due or to become due hereunder nor delegate or
subcontract any obligations or Work hereunder without the prior written consent of Buyer. No
purported assignment or delegation by Seller shall be binding on Buyer without such consent.
18. Insurance and Indemnity. Seller will maintain adequate insurance as determined by
Buyer’s insurance requirements attached hereto and which are incorporated as a part of this
Agreement. Seller will provide Buyer with proof of insurance upon request. Seller shall defend,
indemnify and hold Buyer harmless against all loss and liability on accounts of claims of
personal injury, death and property damages resulting from any and all acts or omissions of
Seller (including its agents, employees, or subcontractors) during performing this Order,
including any Work delivered hereunder.
19. Limitation of Liability. In no event, whether based on contract, indemnity, warranty, tort
(including negligence), strict liability, or otherwise, shall Buyer, its owners, directors, officers,
employees, agents, or subcontractors be liable for special, incidental, exemplary, or
consequential damages including, but not limited to, loss of profits or revenue, loss of use of any
property, cost of capital, cost of purchased power, cost of substitute equipment, facilities, or
services, downtime costs. BUYER’S LIABILITY ON ALL CLAIMS OF ANY KIND,
WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ALL LOSSES, DAMAGES, OR
CLAIMS ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM ANY GIVEN
ORDER, SHALL IN NO CASE EXCEED THE VALUE OF THE ORDER FROM WHICH THE
CLAIM MAY ARISE.
20. Compliance with Laws. Seller warrants that, in the performance of this Purchase Order, it will
comply with all applicable federal, national, provincial, state and local laws. regulations, rules, and
ordinances applicable to this Order. Seller also warrants that it is, and will continue during the period
of performance of the Purchase Order to be, in full compliance with the provisions of (i) the Foreign
Corrupt Practices Act, (ii) U.S. export control regulations and the International Traffic in Arms
Regulations, (iii) sanctions administered by the Office of Foreign Assets Control, and (iv) the
Anti-Kickback Act. Seller shall indemnify and hold Buyer harmless from any liability resulting from
failure of such compliance. Unless Seller notifies
Owner's claims involving Seller's Work, whether Buyer is permitted to do so by the terms of
the Prime Contract, or (3) reject Seller's claim. Buyer will further invoke on behalf of Seller, or
allow Seller to invoke, those provisions in the Prime Contract or this Order for determining
disputes. If such dispute is prosecuted or defended by Buyer, Seller, at its own expense, agrees
to furnish all documents, statements, witnesses and other information required by Buyer and to
pay and reimburse Buyer for all costs incurred by Buyer in connection with the dispute,
including attorneys' fees and costs.
12. Force Majeure. Neither Buyer nor Seller shall be liable for failures or delays that arise out
of causes beyond their reasonable control and without their fault or negligence. Such causes
include acts of God or of the public enemy, acts of the Government in its sovereign or
contractual capacity, fires, floods, epidemics, terrorism, quarantine restrictions, strikes, freight
embargoes, and unusually severe weather. In the event that performance of this Order is
hindered, delayed or adversely affected by causes of the type described above (“Force
Majeure”), the party whose performance is so affected shall so notify the other party’s
authorized representative in writing and, at Buyer’s option, this Order shall be completed
with such adjustments as are reasonably required by the existence of Force Majeure or this
Order may be terminated for convenience by Buyer.
13. Proprietary Rights. Unless otherwise expressly agreed in writing all specifications,
information, data, drawings, software, and other items which are supplied to Seller by Buyer, or
obtained or developed by Seller in the performance of this Order or paid for by Buyer, shall be
proprietary to Buyer, shall only be used for purposes of providing Work to Buyer pursuant to
this Order, and shall not be disclosed to any third party without Buyer’s express written
consent. All such items supplied by Buyer or obtained by Seller in the performance of this
Order or paid for by Buyer shall be promptly provided to Buyer on request or upon completion
of this Order. All drawings, tools, fixtures, materials, and other items supplied or paid for by
Buyer shall be and remain the property of Buyer. All such items shall be used only in the
performance of Work under this Order unless Buyer consents otherwise in writing. Seller shall
have the obligation to maintain all property furnished by Buyer to Seller and shall be
responsible for all loss or damage to said property except for normal wear and tear.
14. Warranty. Seller warrants that all Work furnished under this Order shall conform to all
specifications and appropriate standards, will be new, and will be free from defects in material
or workmanship. Seller warrants that all Work furnished hereunder will be merchantable and
will be safe and appropriate for the purpose for which Work of that kind are normally used. If
Seller knows or has reason to know the purpose for which Buyer intends to use the Work,
Seller warrants that such Work will be fit for such purpose. Inspection, test, acceptance or use
of Work furnished hereunder shall not affect Seller’s obligations under this warranty, and such
warranty shall survive inspection, test, acceptance, and use. Seller’s warranty shall run to
Buyer, its successors, assigns and customers, and users of products sold by Buyer. Seller
agrees to replace or correct defects of any Work not conforming to the foregoing warranty
promptly, without expense to Buyer, when notified of such nonconformity by Buyer, if Buyer
elects to provide Seller with an opportunity to do so. In the event of failure of Seller to correct
defects in or replace nonconforming Work, Buyer, after reasonable notice to Seller, may make
such corrections or replace such Work and charge Seller for the costs incurred by Buyer in
doing so. Seller shall be liable for and save Buyer harmless from any loss, damage, or expense
whatsoever that Buyer may suffer from breach of these warranties. Seller warrants that all work,
items, materials, equipment, or Work provided by Seller pursuant to this Order, which are not
of Buyer’s design, shall be free from claims of infringement (including misappropriation) of
third party intellectual property rights, and that any use or sale of such items by Buyer or any
of Buyer’s customers shall be free from claims of infringement. Seller shall indemnify and save
Buyer and its customers harmless from all expenses, liability, and loss of any kind (including
all costs and expenses including attorney’s fees) arising out of claims, suits, or actions
alleging such infringement. If requested by Buyer, Seller agrees to defend at Seller’s expense
any claims, suits or actions alleging such infringement. Seller represents that the production
capacity quoted
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Buyer otherwise, Seller represents that goods are classified as EAR99 under the Export
Administration Regulations or are not otherwise subject to export regulation under U.S. law.
Debarred Persons.
Buyer will not enter into any subcontract or other business relationship relating to United
States Government contracts with any individual or business entity listed by a United States
Government agency as debarred, suspended or otherwise ineligible for contracting. Seller, as
well as any individual or entity that proposes to provide goods or services, including
Ordered Items, under this Purchase Order hereby certifies that it is not listed by a United
States Government agency as debarred, suspended or otherwise ineligible for contracting.
Fair Labor Standards Act.
By acceptance of this Purchase Order Seller hereby certifies that the Ordered Items will be
produced in compliance with all applicable requirements of the Fair Labor Standards Act of
1938 (29 USC 201-19), as amended, and of the regulations and orders issued under that Act.
Equal Employment Opportunity.
(1) Seller shall, to the extent they apply, abide by the requirements of 41 CFR §§ 60-
1.4(a), 60-4.3, 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; prohibit discrimination against all individuals based on their race, color,
religion, sex, or national origin; and require that covered prime contractors and
subcontractors take affirmative action to employ and advance in employment individuals
without regard to race, color, religion, sex, national origin, protected veteran status or
disability.
(2) Upon receipt of any contract, subcontract or purchase order amounting to $50,000 or
more with Buyer, Seller will file with the appropriate federal agency on or before March 31 of
each year or within such other period permitted or required by Executive Order 11246, as
amended, complete and accurate reports on Standard Form 100(EEO-1).
(3) Seller has developed and is currently maintaining a written Affirmative Action
Program at each of its establishments pursuant to all the terms of the regulations promulgated
by OFCCP, including 41 CFR Part 60-2, 41 CFR §60-741.44, and 41 CFR §60-300.44, and as
contained in OFCCP’s Rules and Regulations found in 41 CFR Part 60. In accordance with
those regulations, the Seller agrees and certifies that if such a program has not been developed,
such a program or programs will be developed within one hundred twenty days from the
commencement of a covered contract, subcontract, or purchase order.
Occupational Health and Safety.
(1) All items supplied under the terms of this Order shall be certified by Seller to be in
compliance with the requirements and standards of the Occupational Safety and Health Act of
1970 (Public Law 91-596), as amended, and all regulations and orders promulgated
thereunder. Where required, material safety data sheets will be supplied on all applicable
Orders. Failure of Buyer to contest a citation resulting from non-compliance of these items will
not relieve Seller of liability under this warranty.
(2) If applicable, Seller warrants that each and every chemical substance delivered under
this Order shall, at the time of sale, transfer or delivery, be on the “TSCA Inventory” of
chemical substances compiled and published by the administrator of the Environmental
Protection Agency pursuant to Section 8 of the Toxic Substances Control Act (Public Law 94
-469).
(3) Seller warrants that it will have on file the current Material Safety Data Sheet
(MSDS) Form OSHA-20 for any material at the ordering plant before such material is shipped
on this Purchase Order. If there has been any alteration in the material or the MSDS since the
previous order and/or shipment, then a new MSDS must be submitted by the Seller and
approved by an authorized Buyer representative prior to shipment.
21. Conflict Minerals. Seller shall disclose if any Work delivered, supplied, or manufactured
under this Order contain “Conflict Minerals” from the Democratic Republic of Congo
(“DRC”), or any adjoining country (together with the DRC, “Covered Countries”). The term
“Conflict Minerals” shall have the meaning ascribed to it under Section 1502 of the
Dodd-Frank Wall Street Reform and Consumer Protection Act (“Act”), meaning wolframite,
cassiterite, columbite-tantalite (coltan), gold and their derivative metals: tantalum, tin, and
tungsten. To the extent
required therein, Seller commits to complying with the Act. Seller shall maintain effective
accounting procedures, internal controls, and audit procedures necessary to verify compliance
with the Act.
22. Raw Material DFAR. If applicable to this Order, all materials provided by Seller must meet
FAR and DFAR regulations.
23. Export/Import Controls. If applicable to this Order, Seller shall control the disclosure of and
access to technical data, information and other items received under this Order in accordance with
U.S. export control laws and regulations, including but not limited to the International Traffic in
Arms Regulations (ITAR). Seller agrees that no technical data, information, or other items provided
by Buyer in connection with this Order shall be provided to any foreign persons or to any foreign
entity, including without limitation, a foreign subsidiary of Seller, without the express written
authorization of Buyer and the Seller’s obtaining of the appropriate export license, technical
assistance agreement or other requisite documentation for ITAR-controlled technical data or items.
Seller shall indemnify Buyer for all liabilities, penalties, losses, damages, costs, or expenses that
may be imposed on or incurred by Buyer in connection with any violations of such laws and
regulations by Seller. Seller shall immediately notify Buyer if it is or becomes listed on any
excluded or denied party list of any agency of the U.S. Government or its export privileges are
denied, suspended, or revoked.
24. No Counterfeit Parts.
Seller warrants that all goods provided under the applicable Order and delivered to Buyer will (i)
be new; (ii) be and only contain materials obtained directly from the original equipment
manufacturer (“OEM”) or an authorized OEM reseller or distributor; (iii) not be or contain
Counterfeit Items; and (iv) contain only authentic, unaltered OEM labels and other markings. As
used in this Section 3.04, “Counterfeit Item” means a copy or substitute supplied without the
legal right or authority to do so, or an item the material, performance or characteristics of which are
knowingly misrepresented by a supplier, distributor or manufacturer at any level in the supply
chain. Examples include, but are not limited to, parts that have been re-marked to conceal that they
are different from those offered by the OEM; previously used parts salvaged from scrapped
assemblies; and defective parts scrapped by the OEM. Seller further agrees that:
a. Unless first approved in writing by Buyer, Seller may purchase only from sources
which Seller can show comply with a recognized international standard relating to
combatting Counterfeit Items and which ensure that the items purchased from such
source are new, unused and authentic.
b. Seller shall maintain a method of tracking of the supply chain back to the manufacturer
of all items included in any applicable Order. This tracking method must clearly
identify the name and location of all supply chain intermediaries from the manufacturer
to the direct source of each item for Seller and shall include the manufacturer's batch
identification for the item such as date codes, lot codes, serializations, or other batch
identifications. Full supply chain traceability documentation includes but is not
limited to OCM, OEM and authorized (i.e. franchised) supplier certificates of
conformity, purchase orders and test/inspection data and/or certificates.
c. If Counterfeit Items or items suspected to be Counterfeit Items are furnished under this
Purchase Order such goods shall be impounded by Buyer. Seller shall promptly
replace such goods with Ordered Items acceptable to Buyer and Seller shall be liable
for all costs relating to such impoundment, removal and replacement. Buyer may turn
Counterfeit Items over to Government authorities for investigation, and Buyer
reserves the right to withhold payment pending the results of the investigation.
d. This warranty applies in addition to Section 14 above.
e. Seller shall include the substance of this Section 24, including this sentence, in favor
of Buyer, in its subcontracts issued at all tiers pursuant to this Purchase Order. Buyer
must be notified promptly in writing of any inability or unwillingness of a lower-tier
supplier to comply with this provision.
Seller is reminded that any knowing or willful act to falsify, conceal or alter a material fact, or any
knowingly false statement or representation in connection with the performance of Work under the
Contract, may be punishable in accordance with applicable law

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a. In addition to the obligations above, Seller shall also abide by the current release
of PPS’ Procedure for Prevention of Counterfeit Parts as such procedure may be
amended from time to time. A copy of the procedure can be made available by the
Quality Department as requested. Seller shall indemnify and hold harmless Buyer
and its officers, directors and affiliated companies from any and all losses, damages,
claims, cost and expenses for Seller’s failure to comply with the Prevention of
Counterfeit Parts Procedure or any of the above requirements of this Section 24.
25. Quality System. External suppliers must have a quality management system that meets the
current ISO 9001 standard, or the equivalent standard determined by PPS. If there is an
exception to this requirement, it must be reviewed and approved by PPS Management during
the supplier qualification process. External suppliers shall implement a quality system. The
external supplier is responsible for the identification and maintenance of quality system
records relating to the Order. Buyer, its customers and applicable regulatory authorities
reserve the right to access these records. The records shall be maintained in a manner that
allows them to be readily retrievable and prevent damage.
26. Monitoring of Your Performance. Buyer will be monitoring your performance relating to
material / part quality & on-time delivery. You will be notified when your performance falls
below acceptable norms.
27. Right of Access. Buyer, its customers and applicable regulatory authorities reserve the
right to enter the external provider to verify compliance to Order documentation. This may
include in-process and final inspection, quality system audit and review of required
documentation.
28. Inspection and Test Reports. The external provider agrees to maintain objective evidence
to assure conformance to the Order requirements. The objective evidence may include:
dimensional data sheet, certificates of conformity, test reports, statistical records, and process
control. Certificates of Conformance shall include the following: A) Part Number and
Revision Level; B) Specification Number and Revision; C) Order Number; D) Quantity; E)
Serial Number, when applicable; F) Signature and date of authorizing quality assurance
representative. Test Reports includes the chemical and physical test reports or material
certifications. If a machine shop purchases the stock material, the shop will request the
chemical and physical test reports from the mill and supply this documentation with the
finished product.
29. Change of Process. The external provider shall notify Buyer if there has been a significant
product or process change related to the items in the Order specification or the quality
management system. The external provider Quality Assurance Manager will contact the
Buyer’s Quality Manager in writing of the change. The external provider agrees to provide
information pertaining to the product quality with the change. Buyer’s Quality Department
will review and approve the change, as required.
30. Foreign Objects. The external provider shall provide provisions for the prevention,
detection, and removal of foreign objects.
31. Awareness. External suppliers shall ensure that persons are aware of their contribution to
product or service conformity, contribution to product safety and the importance of ethical
behavior.
32. No Assignment. Seller shall not assign Buyer’s purchase orders to any third party except
that Seller may with prior written consent from Buyer, make an assignment of moneys due
hereunder, to a financial institution subject to Buyer’s right of set-off.
33. Competency. Personnel shall be competent to assure that Buyer’s Order requirements
have been met
34. Setoff. Buyer shall be entitled to set off any amount owing at any time from Seller to Buyer
against any amount payable by Buyer under this Order.
35. Waiver. Either party’s failure to insist on performance by the other party of any term or
condition, or waiver of any breach or default hereunder
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by the other party shall not waive any other terms, conditions, or defaults whether of a similar
type or not.
36. Modification. No modification may be made to the terms of this purchase order unless
made in writing and signed by the party against whom performance is sought.
37. Disputes. In the event of any controversy, claim or dispute arising out of or relating to an
Order (a “Dispute”), Buyer and Seller shall seek to resolve the matter amicably through mutual
discussions to be initiated by written notice by the aggrieved party to the other party as
promptly as possible after a Dispute arises and to be conducted diligently in good faith by
both Buyer and Seller. Such discussions may be conducted over the telephone, or at a meeting
or meetings, held at the principal offices of Buyer, or at such other location as the parties may
agree. If the parties fail to resolve any such Dispute by amicable arrangement and compromise
within the thirty (30)-day period immediately following the date of the notice initiating such
discussions referred to above, either party may commence an action to resolve the Dispute in
the courts or through any other dispute resolution process.
38. Document Retention. Minimum of 5 years.
39. Provisions Required by Law Deemed Inserted. Each and every provision of law and
governmental regulation required by law to be inserted in the Agreement is deemed inserted
and the Agreement will be read and enforced as though the same were so included in the
Agreement. If through mistake or otherwise any such provision is not inserted or is not
correctly inserted, then, upon the application of either party, the Agreement shall be deemed to
be amended to make such insertion or correction.
40. Governing Law and Venue. This Order and the acceptance of it shall, as provided herein,
constitute a contract made in and be governed in all respects by the laws of the state of Illinois.
Each of the parties irrevocably submits to the exclusive jurisdiction of Cook County, Illinois,
waives any objection it may now or hereafter have as to venue or as to convenience of forum,
and agrees that all claims in respect of such Dispute be heard and determined only in such
courts.

Terms and Conditions of Purchase
(PPS T&C Revision 2021A)
QF06-03 Rev.03