Procurements Terms and Conditions

1. Acceptance Agreement. Seller’s commencement of work on the goods and services (the “Products”) as set forth on the attached purchase order (“Purchase Order”) or shipment of such Products, whichever occurs first, shall be deemed acceptance of this Purchase Order and the terms contained herein (the “Agreement”). Any additional or different terms provided by Seller as set forth in Seller’s business forms or website is hereby rejected and deemed null and void.

2. Warranty. Seller represents and warrants that all Products furnished under this Purchase Order shall: (i) conform to all specifications as set forth on the Purchase Order and applicable industry standards; (ii) be new, and free from defects in material or workmanship; (iii) conform to any statements made on the containers or labels or advertisements for such Products; (iv) properly contained, packaged, and marked and labeled in accordance with ITW’s requirements and all laws relating thereto; (v) be merchantable, and safe and appropriate for the purpose for which the Products will be used and fit for such particular purpose; (v) conform in all respects to samples. Inspection, test, acceptance or use of the Products furnished hereunder shall not affect the Seller’s obligations under this warranty, and such warranties shall survive inspection, test, acceptance and use. Seller’s warranty shall run to ITW, its successors, assigns and customers, and users of the Products. In addition to all other remedies, Seller agrees to promptly repair or replace any Products not conforming to the foregoing warranty, without expense to ITW. In the event of failure of Seller to promptly repair or replace nonconforming Products, ITW shall be entitled to a full refund or may repair or replace such Products and charge Seller for all costs, losses or damage incurred by ITW resulting from Seller’s breach.

3. Price and Price Warranty. All prices are firm and may not be revised without ITW’s written consent. Seller warrants that the prices for the Products sold ITW hereunder are not less favorable than those extended to any other customer for the same or similar Products in similar quantities. Seller warrants that prices shown on this Purchase Order shall be complete, and no additional charges of any type including taxes, charges, and duties shall be added without ITW’s express written consent. ITW shall only be responsible for payment of Products which conform strictly to specifications and which have been accepted by ITW.

4. Delivery. Unless otherwise agreed by ITW, all prices and sales by Seller are EXW Sellers Plant Incoterms 2010. ITW’s facility, or as designated in each separate Purchase Order issued by ITW, and title and risk of loss to all Products shall pass to ITW upon delivery by Seller to ITW’s facility. Time is of the essence in shipping all Products. If, at any time, Seller is fails to meet the delivery date, Seller is required to notify ITW within three (3) business days of receiving the Purchase Order. If Seller fails to deliver the Products by the delivery date, the price to be paid by ITW for the entire Purchase Order will be reduced by an amount equal to one percent (1%) of the original price for each business day that the failure continues. If the delivery delay persists for longer than fifteen (15) business days, ITW is entitled to the price reduction as well as any other rights and remedies available to it under this Agreement, by law, equity or otherwise, including the cancellation of any such Purchase Order without penalty, fee, or any other charges assessed by Seller. If in order to comply with ITW’s required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this Purchase Order, any increased costs shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused solely by ITW. ITW reserves the right to reject any shipments, at Seller’s sole cost, which exceed 5% greater or lower than the quantities set forth in the Purchase Order.

5. Changes. ITW shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this Agreement shall be modified in writing accordingly.

6. Limitation on ITW’s Liability Statute of Limitations. In no event shall ITW be liable for anticipated profits or for incidental or consequential damages. ITW’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this Agreement or from the performance or breach thereof shall in no case exceed the price allocable to Purchase Order, which gives rise to the claim. Any action resulting from any breach on the part of ITW as to the Products delivered hereunder must be commenced within one year after the cause of action has accrued.

7. Proprietary Information Confidentiality Advertising. Seller shall consider all information furnished by ITW to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this contract without ITW’s written consent. This paragraph shall also apply to drawings, specifications, or other documents prepared by Seller or the like for ITW (“Work for Hire”) in connection with this order. Seller shall not disclose or publish the fact that ITW has a contractual relationship with Seller without ITW’s written consent.

8. Ownership. All drawings, know-how, designs, confidential information, and the like disclosed to Seller by ITW and all rights therein will remain the property of ITW and will be kept confidential by Seller in accordance with these terms and conditions. Seller shall have no claim to, nor ownership interest in, any information provided or communicated by the ITW, and such information, in whatever form and any copies thereof, shall be promptly returned to the ITW upon written request from the ITW. Seller acknowledges that no license or rights of any sort are granted to Seller under this Agreement in respect of any rights in ITW’s information, developments, devices, processes, or other intellectual property arising therefrom. Should Seller perform development work in producing the material covered by this Purchase Order, the ITW shall receive a full and complete, worldwide, non-exclusive, royalty-free license to make, have made, use or sell any intellectual property developed through such development work.

9. Tooling and Equipment. All tool, dies or any equipment (“Equipment”) furnished to Seller by ITW, or specifically paid for by ITW, shall be ITW property and these devices may be inspected and/or removed by ITW at any time without additional cost to ITW. The Equipment shall only be used to manufacture the Products. Seller shall bear any taxes assessed against such tools and the full cost of preparing and crating for shipment as directed by ITW upon completion of such orders as ITW may give. This Equipment shall be kept free of liens and encumbrances at all times, without expense to ITW. This Equipment shall not be removed from Seller’s facility without ITW’s consent. Payment for invoices for such devices are subject to ITW written approval of samples from such devices. Production samples must have written approval before any production shipments are made unless a written exception to this rule is submitted by an ITW authorized representative.

10. Infringement and Indemnification. Seller agrees to defend, indemnify and hold ITW, its successors, assigns, agents and users of its products and processes harmless against any claims, costs, damages, liability and expenses resulting from actual or alleged patent, trademark, or copyright infringement, misappropriation of confidential information, or violation of any other intellectual property right, domestic or foreign, in the manufacture, use or disposition of any goods or materials.

11. Compliance with Laws. Seller guarantees that the Products will fully comply with all applicable federal, state and local laws, ordinances and regulations.

12. Force Majeure. ITW may delay delivery or acceptance occasioned by causes beyond its reasonable control. Seller shall hold such Products at the direction of the ITW and shall deliver them when the cause affecting the delay has been removed.

13. Insurance. Seller shall maintain all necessary insurance coverages, including product liability and Workers’ Compensation insurance. Seller shall indemnify and save harmless and defend ITW from any and all claims or liabilities arising out of the work covered by this paragraph.

14. Indemnification. Seller shall defend, indemnify and hold harmless ITW against all damages, claims or liabilities and expenses (including reasonable attorneys’ fees) arising out of or resulting in any way from any defect in the Products purchased hereunder, or from any act or omission of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Seller.

15. Termination. ITW reserves the right to terminate this Purchase Order or any part hereof at anytime. In the event of such termination, Seller shall immediately stop all work, and shall immediately cause any of its suppliers or subcontractors to cease such work. Seller shall be paid actual direct costs resulting from termination for all custom products which Seller cannot sell to a third party. ITW may also terminate this Purchase Order or any part hereof for cause in the event of any default by the Seller or if the Seller fails to comply with any of the terms and conditions of this offer. In the event of termination for cause, ITW shall not be liable to Seller for any amount, and Seller shall be liable to ITW for any and all damages arising out of the default.

16. Inspection/Testing. Payment for the Products delivered hereunder shall not constitute acceptance. ITW shall have the right to inspect the Products and to reject any or all of the Products which are, in ITW’s judgment, defective or nonconforming. Rejected Products and Products supplied in excess of quantities called for herein may be returned to Seller at its expense and, in addition to ITW’s other rights, ITW may charge Seller all expenses of unpacking, examining, repacking and reshipping such Products. In the event ITW receives Products whose defects or nonconformities are not apparent on examination, ITW reserves the right to require replacement, as well as payment of damages. Nothing contained in this Purchase Order shall relieve in any way the Seller from the obligation of testing, inspection and quality control.

17. General. This Purchase Order, and any documents referred to on the face hereof, constitute the entire agreement between the parties. No part of this order may be assigned or subcontracted without prior written approval of ITW. All claims for money due or to become due from ITW shall be subject to deduction or set-off by the ITW by reason of any counterclaim arising out of this or any other transaction with Seller. ITW’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or ITW’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.

18. ITW CIP is Dedicated and Committed to the Environmental Management System. If any of the products or services in the above referenced purchase order could have an effect on the Environment or the ITWCIP Environmental Management System, prior approval must be obtained by contacting the EMR.

19. Agreement to these terms is a requirement of ITW CIP and its Customers per ISO/ TS 16949.  Additional ITW CIP Terms and conditions may be designated by specific Purchase Orders or Contracts, all suppliers are required to refer to the previous sections noted on this website found at www.itwcip.com

Suppliers are required to employ the current revisions of all customer and or industry specifications, manuals and standards relating to the processes, services and products specified directly and/or indirectly by the Purchase Order. The supplier must agree to abide fully with these requirements (i.e. ISO 9001,AIAG CQI-9, CQI-11, and CQI-12). Suppliers are required to maintain traceability on material, processes, services and or products. Traceability information may be on file at the supplier facility along with any certificates of conformance/analysis and must be provided to ITW CIP upon request.

For products and or services to be approved they are to be manufactured and or processed to current Prints, Specifications, Control Plans and Process FMEAs which have been submitted and approved by an ITW CIP representative. Products must demonstrate conformance to process and product specification requirements using a PPAP.  PPAP’s can be generic for bulk processing operations as applicable.  The PPAP must be approved by ITW CIP prior to the first production shipment.  Any nonconforming material at the supplier will be identified and isolated from conforming material.  The supplier cannot ship nonconforming material to ITW CIP without written approval and clear identification of the material.   ITW CIP must be notified and must acknowledge any new and or changes to process that affect product; suppliers must submit the following new or revised items:  Control Plan, Process Flow Diagram, PFMEA and PPAP and any other supporting data to support process will not affect product conformity. Process changes are changes that require a new PPAP as outlined in the AIAG PPAP Manual. In addition to the above and as applicable to the supplier ITW CIP requires on-going annual revalidations and submittal of the following items: PPAP, CQI-9, CQI-11 and CQI-12.

Suppliers of official laboratory test and or calibration services must be third party registered to ISO/IEC 17025 or equivalent laboratory accreditation with a Scope covering those tests required by ITW CIP P.Os, Control Plans and  or specifications.

Under no circumstance, without prior ITW CIP approval (this approval can be ITW CIP signing a generic control plan), will any Supplier’s processing include product exposure to solutions having a pH of less than 6.0.

Supplier’s to ITW CIP will have their performance monitored monthly using the following measures:  Lots received/accepted, customer disruptions, returns and special status notifications, on time delivery, Quality PPM, supplier paid premium freight and the required annual submittal items.  The overall score is based on Quality Score, Delivery Score, Document Score and PPM.  Any scores below 95% in any category or a PPM over 25 will require a corrective action.

At a minimum ITW CIP direct material and or service suppliers must be third party registered to ISO 9001 by an accredited third-party certification body. The Supplier goal should be to ultimately implement a quality management system that meets the requirements of ISO/TS 16949 and become third-party registered. This may be accomplished through contracts, workshops, audits, corrective/preventive actions and/or documentation, provided progressive development is documented.

Existing and potential suppliers are required to agree to auditing of their quality systems by representatives of ITW CIP.  Supplier assessment to ISO 9001 requirements by OEM customers, please note that an OEM customer approved second party or an accredited third party registrar are recognized as representatives of ITW CIP.

Given advanced notice, suppliers agree to allow ITW CIP and/or ITW CIP’s OEM customers to verify at the supplier’s processing location that the purchased product, finishing or services conform to specified requirements.

All products and or materials used in the supplier’s process must conform to applicable statutory and regulatory requirements, satisfy governmental and safety constraints on restricted, toxic and hazardous materials as well as environmental considerations. Suppliers agree to provide evidence of compliance by submitting copies of appropriate certificates or letters of compliance to ITW CIP initially and upon any change.

20. ITW CIP’s Health & Safety (OHSAS) Policy: By working together with customers, suppliers, and each other, the men and women of ITW CIP, a unit of North America Metal Fasteners division, are dedicated to maintaining a culture of continual improvement of health and safety, by identifying and reducing risk of injury or illness within the organization, in compliance with all legal and other requirements.

21. Affirmative Action Notice: vendors and subcontractors are notified that they may be subject to the provisions of: 41 CFR Section 60-300.5(a); 41 CFR Section 60-741.5(a); 41 CFR Section 60-1.4(a) and (c); 41 CFR Section 60-1.7(a); 48 CFR Section 52.222-54(e); and 29 CFR Part 471, Appendix A to Subpart A with respect to affirmative action program and posting requirements.

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 on the basis of protected veteran status or disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.