Terms and conditions

The following conditions govern the acceptance of this order:

1. Offer and Acceptances: This purchase order constitutes an offer to purchase goods and/or services according to the description, instructions and conditions set forth herein. Seller shall be bound by this order and its terms and conditions, unless exception is taken by separate letter, within I day from receipt, attaching a copy of the purchase order. No additional or different terms offered by Seller shall become part of this order unless expressly consented to by Buyer, this offer being expressly limited to the terms hereof.
2. Shipping Instructions: Invoices and shipping documents for each shipment on this order must be mailed to Buyer's accounting department not later than one day following shipment. Goods received not covered by an invoice will be held at Seller's risk and expense. Shipments must contain packing lists giving description of materials, quantity and purchase order number. Buyer's count shall be accepted as final on all shipments not accompanied by packing lists. Title and risk of loss pass to Buyer upon delivery to Buyer to destination.
3. Prices: The price includes all charges for Seller's packing and crating (except shipments for export) for transportation to destination. Prices are firm and are not subject to any increase or escalation.
4. Taxes: Any applicable sales, use or Federal excise taxes shall be shown separately on the invoice.
5. Delivery Date: Time is of the essence and if delivery of items or rendering of service is not completed by the time promised, the Buyer reserves the right without liability, in addition to its other rights and remedies, to terminate this contract by notice effective when received by Seller, as to stated items not yet shipped or services not yet rendered, and CO purchase substitute items or services elsewhere and charge the Seller with any loss incurred. Any provisions herein for delivery of articles or the rendering of services by installments shall not be construed as making the obligations of the Seller severable.
6. Warranty: Seller warrants all articles, material and work delivered hereunder to be free from any defect in labor, material, handling or fabrication. The warranties and guarantees herein are in addition to those otherwise provided or implied by law or customarily given by Seller with respect to equipment, work, materials or services substantially similar to items covered by this order. Notwithstanding anything to the contrary herein or otherwise, Seller hereby represents and warrants that all material, articles or work to be delivered hereunder shall be in compliance with and meet all requirements of any specifications attached hereto, referred to herein or supplied to Seller. All risks or loss of or damage to material, merchandise or work covered by this order or their property occurring prior to delivery to Buyer shall be the sole risk of the Seller.
7. Patent and Trade Secret Indemnifications: Seller warrants that the goods shall be free of the claim of any person arising from patent, trademark or tracemark or trade secret infringement and agrees to hold Buyer harmless from and defend Buyer against any such claim or demand.
8. Buyer's Right to Reject: The Seller warrants that all services and goods covered by this order shall be in conformance with Buyer's specifications, drawings and data, free from defects in materials and workmanship and fit for the use intended by Buyer. All goods received by the Buyer shall be subject to inspection and any that do not conform to the warranty may be rejected and returned at Seller's expense. Seller shall be advised of rejects and given reasonable opportunity to advise disposition.
9. Termination: Buyer may at its option terminate this order in whole or in part by written notice to Seller. Upon such notice, Seller shall immediately stop work under this order, stop the placement of further orders or subcontracts outstanding hereunder, and take all necessary action to stop cost commitments and to protect any property in Seller's possession in which Buyer has or may acquire an interest. If the parties, through negotiation, are unable to agree within 6 months after date of term inaction notice upon the amount of fair compensation to seller for such termination, Buyer will pay seller: (a) the contract price for completed items, (b) the actual costs, including a fair profit incurred by Seller which are properly allocable under recognized commercial accounting practices to the portion of this order on which work has been started but not completed. In any event the total of payments under (a) and (b) above, together with payments made pursuant to this order prior to termination shall not exceed the aggregate price specified in this order. Buyer may at any time audit all elements of Seller's termination costs. Buyer shall have no obligation to pay, and the right to refuse payment of any claim by Seller hereunder which is not submitted to Buyer in writing within three months following the date of notice of termination.
10. Buyer's Property: All tools, gauges, dies, fixtures, and patterns furnished by the Buyer or which the Buyer specifically authorizes the Seller to acquire for work on this order, shall be the property of the Buyer. They shall be listed and maintained in suitable condition to do the work by' and at the expense of the Seller, and returned to the Buyer at any time upon request, F.O.B. Seller's plant. Seller shall maintain adequate insurance on the above and furnish a certificate of insurance to Buyer if Buyer so requests.
11. Certificate for Default: Buyer reserves the right to cancel this order in its entirety, or part, on account of defects in materials workmanship or quality, or if the articles, materials or work are not shipped as specified herein or as specified in release authorizations issued in connection herewith, or are not in accordance with blueprints, specifications, samples or instructions issued in connection herewith, or if the Seller fails to comply with or perform any of the terms and conditions, provisions, promises or warranties of this order. In the event of such default, Seller shall be liable for all damages and costs of Buyer resulting from such default, regardless of any action taken or not taken by Buyer to cancel this order entirely or in part. Further, Buyer shall have the unrestricted right to cancel and terminate this order, if at any time in the solo judgment of Buyer, Seller's financial or other business condition is such as to endanger Seller's performance hereunder. The following shall constitute events of default: (a) Failure of Seller m any respect to use due diligence In proceeding with the performance of the work required or failure to perform any of the covenants hereunder or breach of any warranty contained herein or required hereby, (b) Failure of Seller to pay when due any charge for labor, material or services incurred in connection with this order.
12. Indemnification: If any work under this order is to be performed on Buyer's premises, Seller agrees to hold Buyer harmless from and indemnity Buyer and others against damages, claims and expenses arising out of such work and based upon personal injuries, deaths, property damage and other matters for which Seller its employees or subcontractors are to any extent legally liable; and prior to commencement of such work to furnish to Buyer certificates of insurance indicating that Seller and its subcontractors have adequate Comprehensive Genera l Liability, property damage, and workers' compensation insurance.
13. Waiver of Compliance: Any waiver of strict compliance with the provisions of this order shall not be deemed a waiver of the Buyer's right to insist upon strict compliance thereafter.
14. Seller shall not, in advertising its products, make any direct or indirect reference to Buyer, including Buyer's name, or use of any of the trademarks or trade names of Buyer without Buyer's express permission in writing.
15. Compliance with Law: Seller shall comply with all laws, orders, regulations, ordinances, local laws, proclamations, demands, requisitions and directives of the Federal Government or of any state, political subdivision or any authority or representative thereof which may now or hereafter relate to manufacture, sale or delivery of the items covered by this Purchase Order or dissemination of information in connection therewith.
16. Equal Employment Opportunity: The Equal Employment Opportunity provisions of the following regulations are hereby incorporated by specific reference: Executive Order 11246, as amended; Executive Order 1375, as amcnded~41 C.F.R. Sec. 60 1,40; Executive Order 11625; Executive Order 11701; 41 C.F.R.60 2S0; Section 2012, Viet Nam Veterans Readjustment Act; Rehabilitation Act or 1973; 20 C.F,R. 741.29.
17. Assignment: Neither this order nor any duty under it shall be delegated or assigned without the prior written consent of Buyer, If any right arising from this order is assigned, payment to an assignee by Buyer shall be subject to set off or recoupment for any present or future claim or claims which Buyer may have against Seller. Buyer reserves the right to make direct settlements and/or adjustments in price with Seller under the terms of this order notwithstanding any assignment of claims for monies due or to 6ecome due hereunder and without notice to the assignee.
18. Seller represents and warrants that the goods comply with all applicable standards established under the Occupational Safety and Health Act of 1970.
19. Excess Shipping Costs: Buyer reserves the right to charge back by invoice deduction all excess transportation costs caused by failure to comply with: (a) Purchaser's routing instructions contained herein or issued separately, or (b) Packing requirements of carrier Freight Classifications and tariffs naming applicable rate on date of shipment, (c) Air shipments when supplier does not meet a committed to delivery date.
20. Hazardous Materials: Seller shall comply with all Federal, state and local laws and regulation concerning the labeling and transportation of hazardous materials, including specifically 49 CFR Parts 100 199 and OSHA Standard 1910. 1200 regarding MSDS documents.
21. Choice of Law: This agreement shall be governed and construed according to the laws of the State of Kentucky.
22. The Buyer intends to purchase the components for all of its needs as original equipment manufactured, including the furnishing of warranty and replacement parts.
23. The Seller shall consider the Buyer's part specifications as confidential and are not to discuss them to a third party.
24. The Supplier shall comply with the following requirements:
    - Distributors - Distributors shall have a quality system that conforms to specific ISO / Industry specific guidelines (AS-9120)
    - Manufacturing Suppliers, Calibration Suppliers, Testing Houses - suppliers shall have a quality system that conforms to AS9100, ISO9001, A2LA, ISO 17025 (Guide 25) as applicable or as specified on the Skilcraft Purchase Order.
    - Raw Material Suppliers (if applicable) - Raw material suppliers shall have a quality system that conforms to relevant industry quality standards, and regulatory requirements, as required.
    - Suppliers that do not comply with the noted requirements will be subject to a supplier audit by Skilcraft, including completion of a Skilcraft Supplier Survey Form. 
25. The Seller shall notify the Buyer of changes in product and/or process definition and, where required, obtain Buyer approval.
26. The Seller shall grant right of access by the Buyer, their customer, and regulatory authorities to all facilities involved in the order and to all applicable records.
27. The Seller shall flow down to sub tier suppliers the applicable requirements in the purchasing documents, including key characteristics where required.
28. Conflict materials: Skilcraft supports the objective that materials sourced for our products be “Conflict Free” as defined by the 2010 Dodd-Frank Act and applicable SEC rules. Skilcraft suppliers are required to disclose any cases when “conflict minerals” that are sourced in the DRC or adjoining countries are used in the manufacture of their products.
29. Counterfeit materials: Skilcraft requires that all vendors take the proper precautions to minimize any counterfeit materials entering the supply chain through avoidance, detection, mitigation and proper disposition if applicable. For further information about Skilcraft’s counterfeit prevention, see SSP-186
30. Code of Conduct/Ethics: Employees and vendors of Skilcraft are required to use good judgement, adhere to high ethical standards and avoid situations that create an actual or perceived conflict between their personal interests and those of the Company.
31. Human Trafficking: FAR Requirements 52.222-50 (MAR 2015) and 52.222-56 (MAR 2015) require contractors and subcontractors to ensure that they and their employees, subcontractors, and agents do not engage in a wide range of trafficking-related activities such as procuring commercial sex acts, requiring employees pay recruitment fees, confiscating employees’ identity papers (such as Passports, Driver’s Licenses, etc.), or failing to pay return transportation costs. Further, receipt of “credible information” of a violation of any of these prohibitions requires immediate notification to the U.S. Government. Under DFARS rules, 252.203-7004 (JAN 2015) and 252.222-7007 (JAN 2015), contractors and subcontractors performing a noncommercial contract or subcontract of US$5 million or more are required to display hotline posters regarding human trafficking and protections for whistleblowers. All solicitations for acquisitions that exceed $150,000, including those for commercial items, must include a new representation that the offeror’s hiring practices address combating trafficking in persons, that employees and subcontractors have been notified regarding their obligation to report human trafficking violations, and that they will be afforded whistleblower protection when they do so.
32. The Seller shall maintain records for all items produced and supplied to Skilcraft for a minimum of 10 years from the date of shipment, or for the period specified on the Skilcraft Purchase Order.
33. The Seller shall notify the Buyer of nonconforming product and/or process changes that impact the quality of the delivered product. The Seller is not authorized to ship or disposition nonconforming product without approval from the buyer.
    

Form SSF-T&C  Rev E  02/27/2024