AFFILIATED COMPANIES OF:
DAYS, LLC DBA EQ UNITED / EQ SYSTEMS /
EQ LOGISTICS / EQ HARNESS / EQ OUTDOORS
As of 07/14/2025
PURCHASE ORDER TERMS AND CONDITIONS (Click here for PDF version)
References to “this Purchase Order,” “this Order” or “PO” shall mean, collectively, the
Purchase Order identified on the face of this document or to which these terms and
conditions are attached as well as these terms and conditions.
References in this Purchase Order to “Buyer,” “Purchaser,” “EQ United,” “we,” “us,” or
“our” shall mean the entity or applicable entities named above, and/or their respective
direct and indirect parent and subsidiary corporations and divisions, on whose behalf
this Purchase Order has been submitted. This includes dbas as well.
References in this Purchase Order to “Vendor,” “Seller,” “Supplier,” “you,” “your,” or
“your company” shall mean the entity fulfilling this Purchase Order.
This Purchase Order is for the purchase of goods, services, or goods and services as
described herein (collectively, “Goods”, or “Products”).
References in this Purchase Order to “specifications,” “specs,” “performance criteria” or
similar language indicating one or more standards pursuant to which the Goods
provided by Supplier will be measured shall mean the standards set forth in the following
precedence: first, as set forth in this Purchase Order; second, as set forth in any
response previously provided by Supplier to a request for quote from EQ United; and
third, as set forth in any website maintained by Supplier describing such Goods. Any
inconsistencies between any of such sources of criteria will be resolved by applying the
available criteria in the same order of precedence. For example, if there are no
specifications set forth in this Purchase Order, but there are specifications in both
Supplier’s response to EQ United’s request for quote and Supplier’s website, then any
inconsistencies between those two sets of criteria will be resolved in favor of the former.
Supplier represents and warrants that there is nothing that will directly, indirectly,
actually or potentially restrict or prevent Supplier in any way from fulfilling all its
obligations, duties, and services under this Purchase Order, including without limitation
any exclusivity or non-compete arrangement.
GENERAL
1. ACCEPTANCE. The terms and conditions set forth herein shall be deemed accepted
and binding upon Supplier in their entirety and without variation upon written acceptance
of this Purchase Order or fulfillment of this Purchase Order in whole or in part.
Acceptance of this Purchase Order, whether by written acknowledgment or by
performance by Supplier, shall be upon the terms and conditions hereof; no other terms
or conditions shall be binding on EQ United unless written approval thereof by EQ
United specifically referring to such other terms and conditions shall have been given to
Supplier. Any terms of a purchase order, invoice, quotation or order acknowledgment,
including the Terms and Conditions or reference thereto, or other writing that conflicts
with the terms and conditions of this Agreement shall be null and void and this
Agreement shall supersede any such conflicting terms. No agreement, contract, or
Purchase Order will be subject to any implied or automatic renewal, and any further
relationship between the parties shall require a new Purchase Order.
2. INVOICING AND PAYMENT. Within three (3) days after each shipment made or
service provided, Supplier will submit an invoice listing a description of the Goods
provided and, as applicable, a valid EQ United PO number, EQ United part numbers,
quantity, and unit of measure, hours, and the unit and total prices. Any incidental
charges such as royalties, taxes, selling commissions, non-recurring engineering, or
other incidental charges must be separately itemized and identified on the invoice. The
invoice must also include the following information in English, or in the destination
country’s official language if required: (a) name and address of Supplier and the EQ
United entity purchasing the Goods; (b) name of shipper (if different from Supplier); (c)
EQ United’s Purchase Order number(s); (d) country of export; (e) detailed description
of the Goods; (f) country of origin (manufacture) of the Goods, or if multiple countries of
origin, the country of origin of each part shipped; (h) weights of the Goods shipped; (i)
currency in which the sale was made; (j) payment terms; (k) shipment terms used; and
(l) all rebates or discounts. The invoice will be accompanied (if applicable) by a signed
bill of lading or express receipt evidencing shipment. Payment of an invoice does not
constitute acceptance of the Goods and is subject to appropriate adjustment should
Supplier fail to meet the requirements of this Purchase Order. EQ United shall pay
undisputed charges that comply with terms of this Purchase Order within 45 days from
receipt of invoice and conforming Goods unless otherwise stated on the face of this
Purchase Order or other written agreement executed by both parties. Payment will be
scheduled for the first payment cycle following the net terms for the Purchase Order.
INVOICES THAT CONFLICT WITH THE EQ UNITED PURCHASE ORDER WILL BE
REJECTED AND LEAD TO PAYMENT DELAYS.
All invoices shall comply with the requirements of each relevant taxing authority and
shall contain date and registration numbers that will enable EQ United to obtain
appropriate credit for any taxes charged. All invoices shall be mailed or emailed to the
addresses provided below:
EQ United
19300 Grange St.
Cassopolis, MI 49031
Email: AP@equnited.us
Failure to comply with the above may result in delayed payment or returned
invoices.
3. PRESUMPTIONS. Supplier shall be conclusively presumed to have waived Supplier’s
right to receive payment for products or services covered by any Order if Supplier has
not submitted an invoice for the products or services within one (1) year of the date of
the Order. Supplier’s submission of an invoice shall give rise to a presumption that the
charges are the full amount Supplier claims due for the products or services listed on or
referred to in the invoice for the purpose of determining the existence of any
underpayment. Supplier may submit supplemental invoices only if accompanied by a
photocopy of the original invoice and documentation acceptable to EQ United that
establishes the validity of Supplier’s claim for underpayment. Supplier waives any claim
for underpayment if a supplemental invoice and supporting documentation have not
been furnished within the earlier of: a) one (1) year after the delivery date or
performance of the services covered by the supplemental invoice, or b) three (3) months
after the date of submission of the original invoice.
4. SETOFF. EQ United may deduct any amount owing from Supplier to EQ United as a
setoff against any amount due or owing to Supplier under this Purchase Order.
5. QUALITY ASSURANCE. Supplier agrees to allow EQ United, during normal business
hours and upon reasonable advanced notice, to make reasonable inspections of the
facilities where Supplier and its sub-tier suppliers manufacture or process the Goods.
6. INSPECTION. All Goods may be inspected and tested by EQ United; its customers;
higher tier contractors; and end user at all reasonable times and places. If such
inspection or testing is made on Supplier’s premises, Supplier will provide, without
additional charge, all reasonable facilities and assistance required for such inspections
and tests. In its standard inspection and testing of the Goods, Supplier will use an
inspection system accepted by EQ United in writing. All inspection records, including
sub-tier supplier records relating to the Goods, will be maintained and made available
to EQ United during the performance of this Purchase Order, and for such longer
periods as may be specified by EQ United. Notwithstanding any prior inspection at
Supplier’s premises, the manner and place of final inspection and acceptance by EQ
United will be as determined by EQ United in its sole discretion. EQ United may inspect
100% or a sample of Goods, at EQ United’s option, and may reject all or any portion of
the Goods or lot of Goods if the Goods are defective or nonconforming. If EQ United
performs any inspection (other than the standard inspection) due to discovery of
defective or non-conforming Goods, any additional inspection costs will be paid by
Supplier. No inspection, tests, approval, design approval, or acceptance of the Goods
relieves Supplier from responsibility for warranty or any latent defects, fraud, or
negligence. If the Goods are defective or otherwise not in conformity with the
requirements of this Purchase Order, EQ United may, by written notice to Supplier: (a)
accept such Goods at an equitable reduction in price; or (b) reject such Goods and
require the delivery of replacements. Delivery of replacements will be accompanied by
a written notice specifying that such Goods are replacements. If Supplier fails to deliver
required replacements promptly, EQ United may correct any retained defective or
nonconforming Goods at Supplier’s expense; replace them with Goods from another
supplier and charge Supplier the cost thereof, including cover, and any incidental costs;
or terminate this Purchase Order for cause.
Products rejected by EQ United and products supplied in excess of quantities called for
herein may be returned to Supplier at Supplier’s expense. In addition to EQ United’s
other rights, EQ United may charge Supplier all expenses of unpacking, examining,
repacking and reshipping such goods. In the event EQ United receives goods whose
defects or non conformity is not apparent on examination, resulting in defects or
imperfections in EQ United’s finished product, EQ United reserves the right to require
the replacement, as well as payment of any resulting damages. When a shipment is
rejected based upon EQ United’s inspection, and such rejection negatively affects EQ
United’s production schedules by reason of the fact that at least some of the products
are necessary to meet such production schedules, then EQ United, at its option, may
charge Supplier for the reasonable costs of an increased level of inspection up to and
including inspection of each of the products comprising such shipment.
7. SHIPPING. Supplier will indicate plainly the purchase order number on all bills of lading,
all Goods shipped pursuant to said purchase order and on all invoices, freight bills and
packages. EQ United will not be liable for any discharge, spill or other environmental
incident (including clean-up costs) involving any Goods shipped under the Purchase
Order until received by EQ United. All containers will be properly marked for
identification per the instructions on EQ United’s Purchase Order and contain a packing
slip that details, at a minimum, the EQ United Purchase Order number(s), product part
number, detailed product description, total number of boxes in shipment, quantity of
product shipped, and final delivery address. Items shipped in advance of EQ United’s
delivery schedule may be returned at Supplier’s expense. For domestic shipments, if
requested by EQ United, and for all international shipments, Supplier will give notice of
shipment to EQ United when the Goods are delivered to a carrier for transportation.
Partial shipments must be identified as such on shipping memoranda and invoices.
Shipment of Goods specified on this Purchase Order should result in lowest possible
freight rate unless otherwise specified by EQ United. Penalties or increased charges
due to failure to observe this provision will be charged to Supplier.
Shipping costs for Goods on back-order shall be paid only at the rate which would have
been applicable had the complete order been shipped at one time. All excess costs
shall be borne by Supplier.
Supplier will, at its expense, deliver Goods by the most expeditious shipping method if
the delivery schedule is endangered for any reason other than EQ United’s fault or an
event of force majeure. If Goods are delinquent to EQ United’s requirements, Supplier
will grant EQ United first priority for Goods allocation and shipment. EQ United reserves
the right to reject, at no expense to EQ United, all or any part of any delivery that varies
from the quantity authorized by EQ United for shipment. Supplier will not make any
substitutions without EQ United’s prior written approval. All items will be packaged in
accordance with EQ United’s instructions or, if none are specified, in accordance with
good commercial practice in a manner sufficient to ensure receipt in an undamaged
condition.
All Goods, unless specifically exempted by the destination country’s governing
authorities, must be marked with the country of origin (manufacture) of the Goods in a
conspicuous place as legibly, indelibly, and permanently as the nature of the article or
container permits.
If Supplier is a non-U.S. entity, Supplier will assist EQ United in obtaining credit from
Supplier’s government for the value of relevant Goods purchased hereunder to meet
any present or future contractual offer or industrial benefit requirements imposed upon
EQ United or its subsidiaries or affiliates. Such assistance includes, but is not limited
to, providing upon EQ United’s request evidence of the existence, value, content and
other pertinent information relating to such purchases. EQ United reserves the right to
claim these credits for itself or third parties. If Supplier is a U.S. entity which awards
any portion of the work hereunder to lower tier non-U.S. suppliers, Supplier will assign
to EQ United any credits obtained from the non-U.S. sub-tier supplier’s government
relating to this transaction and assist EQ United in obtaining any such credits.
8. DELIVERY. Unless otherwise expressly provided, Supplier shall be obligated to make
delivery to EQ United’s premises as designated herein; and all prices stated herein shall
be for such delivery, free of all freight, transportation, drayage, boxing and similar
charges, which shall be prepaid for account of Supplier, unless otherwise stated in
writing by EQ United. Whenever anything delays or threatens to delay the timely
performance of this Purchase Order, Supplier must immediately notify EQ United in
writing of all relevant information with respect to such delay.
Time is of the essence. Supplier agrees to comply with EQ United’s shipping, delivery,
installation and startup schedules (as applicable) without any delay and without
anticipating EQ United’s requirements, and shall comply with the provisions and follow
the procedures outlined in the EQ United’s “Mandatory Inbound Shipping and Routing
Instructions” that has been provided separately to Supplier or is attached to the end of
these Terms and Conditions. Shipments must equal the exact amounts identified in the
Order and no partial shipments or runt cartons, changes or substitutions in
specifications may be made without EQ United’s prior written consent. EQ United’s
acceptance of late shipments or partial shipments shall not constitute a waiver of any of
EQ United’s rights to collect damages for goods not delivered or for late delivery.
Supplier shall report to EQ United any delays in a schedule immediately as they become
known to Supplier. EQ United reserves the right to cancel the Order and effect cover if
Supplier cannot comply with the schedule(s) indicated on the Order. If dates are not
specified on the Order, Supplier shall procure materials, fabricate, assemble and ship
goods or provide services only as authorized by shipment releases EQ United issues to
Supplier.
Except in case of force majeure, penalties shall be applied to the agreed delivery
dates not met, based on calendar days.
a. The penalty shall be 1% of the unit price of each Product that Supplier fails
to deliver per the required delivery schedule, per calendar day for each of
the first two weeks.
b. The penalty shall be 5% per week for each following week. The total
penalty is limited to 20%. The penalty may vary with the item ordered if so
specified on EQ United’s purchase order, in which case the abovementioned penalties shall not apply. EQ United reserves the right to
recover from Supplier, in addition to the aforementioned penalties,
payment for any other damages directly or indirectly arising out of the delay
attributable to Supplier. EQ United may return over shipments to Supplier
at Supplier’s expense for all packing, handling, sorting and transportation.
EQ United may from time to time, and with reasonable notice, suspend
schedules specified in the Order or such shipment.
Notwithstanding anything to the contrary in these Terms and Conditions or otherwise,
EQ United may postpone delivery of all or any portion of ordered Product for a period
of up to one (1) year without penalty, storage fees, or any other charges.
9. TITLE AND RISK OF LOSS. If the Goods will be transported from Supplier’s location
in the U.S. to EQ United’s location in the U.S., unless otherwise specified on the face of
this Purchase Order or in a separate agreement, the point of delivery, as defined in
Incoterms®2010, is the EQ United’s location and Incoterm DAP will apply. When the
point of delivery, as defined in Incoterms®2010, is Supplier’s location, Supplier bears
all risk of loss or damage to the Goods and title passes to EQ United upon delivery of
the Goods to the carrier designated or approved by EQ United; Incoterm FCA will apply.
When the point of delivery, as defined in Incoterms®2010, is EQ United’s location,
Supplier bears all risk of loss or damage to the Goods and title passes to EQ United upon delivery of the Goods
at EQ United’s location.
In all other cases, unless otherwise specified on the face of the Purchase Order or in a
separate agreement, Supplier will deliver the Goods DAP (Incoterms®2010) at EQ
United’s location. Title to Goods passes to EQ United upon receipt at EQ United’s
location.
The foregoing does not relieve Supplier of any responsibility for hidden damages
discovered after acceptance of the Goods. EQ United may direct Supplier to ship the
Goods to EQ United or to any third party designated by EQ United.
10. CANCELLATION. EQ United reserves the right to cancel all or any part of the
undelivered portion of this Purchase Order if Supplier does not make deliveries as
specified, time being of the essence of this contract, or if Supplier breaches any of the
terms hereof, including without limitation, the warranties of Supplier.
11. STOP WORK. EQ United may, at any time by written notice and at no cost, require
Supplier to stop all or any part of the work under this Purchase Order for a period of up
to 360 days (Stop Work Order), and for any further period as Supplier and EQ United
may agree. Immediately upon receipt of a Stop Work Order, Supplier will comply with
its terms. EQ United shall not be charged any penalty, storage fees, or any other fees
or charges related to such Stop Work Order. At any time during the stop work period,
EQ United may, in whole or in part, either cancel the Stop Work Order or terminate the
work in accordance with the Termination section of this Purchase Order. To the extent
the Stop Work Order is canceled or expires, Supplier must resume work.
12. PRICE. Supplier will furnish the Goods at the prices stated on the face of this Purchase
Order. If prices are not stated on the face of this Purchase Order, Supplier will offer its
lowest prices subject to written acceptance by EQ United. Unless otherwise provided
on the face of this Purchase Order, the prices include all packaging, boxing, crating,
applicable taxes and other government charges including, but not limited to, all sales,
use or excise taxes; and all customs duties, fees or charges. To the extent that value
added tax (or any equivalent tax) is properly chargeable on the supply to EQ United of
any Goods, EQ United shall pay such tax as an addition to payments otherwise due
Supplier under this Purchase Order, provided that Supplier provides to EQ United a
value added tax (or equivalent tax) invoice. Supplier warrants that the prices charged
to EQ United shall not exceed the lowest price charged by Supplier for similar goods
and services to any other customer. If Supplier receives a discount, rebate, allowance,
or incentive from any of its suppliers, Supplier must disclose and provide to EQ United
the full value of such discount, rebate, allowance, or incentive that is received by
Supplier.
If EQ United receives competitive pressure on any Goods, Supplier shall be required to
make adjustments to the price of such goods. If Supplier fails or refuses to make the
necessary pricing adjustments, as determined by EQ United, then EQ United shall be
permitted to terminate this Agreement and any outstanding Purchase Orders.
PRICE INCREASE NOTICE AND LIMITATIONS
a. Advance Notice
i. For Price Increase up to six percent (6%) of the current price,
Supplier must provide EQ United with a minimum of sixty (60) days
advance written notice.
ii. For Price Increase exceeding six percent (6%) of the current price,
Supplier must provide a minimum of six (6) months advance written
notice.
b. Annual Price Increase Limit: Supplier may not exceed two (2) Price
Increases per Calendar Year.
c. Documentation Requirement: For Price Increases exceeding ten percent
(10%), Supplier must provide detailed documentation, including but not
limited to invoices, quotes, and other relevant materials, substantiating the
following:
i. Specific cost increases incurred by Supplier.
ii. Efforts made by Supplier to mitigate such Price Increase through
alternative sourcing, negotiations, or cost-saving measures.
d. Definitions
i. Price Increase – A price increase is defined as any increase in the
price charged by Supplier for any product or service provided to EQ
United. This includes, but is not limited to, increases in unit price,
delivery charges, tariffs, or any other fees associated with the
product or service.
ii. Calendar Year – A calendar year is defined as the period from
January 1st to December 31st of each year.
13. PROJECTIONS. Upon request, EQ United will furnish Supplier with projections of
anticipated production, but assumes no responsibility for Supplier inventory beyond that
ordered in accordance with the written EQ United Purchase Order.
14. SPARE PARTS PRICING. During the term Goods are supplied hereunder and for a
period of 15 years after EQ United has completed the last purchase of Goods, Supplier
will supply all of EQ United’s service and replacement parts for the Goods at the last
valid price plus any actual cost differential for manufacturing and packaging, such cost
differential to be negotiated but in no case to exceed 20 percent (20%) of the last
production price paid by EQ United.
15. EQ UNITED PROPERTY. Any material or parts furnished by EQ United intended for
use by Supplier in Supplier’s execution of Supplier’s duties as required by this Order
are held on EQ United’s behalf. All such materials or parts not used by Supplier in
connection with this Order shall be returned to EQ United at EQ United’s expense
unless Supplier is otherwise directed in writing. If not accounted for or not returned to
EQ United, Supplier shall pay or reimburse EQ United for such materials or parts. All
such materials or parts will be kept insured by Supplier at Supplier’s expense in an
amount equal to the replacement cost with a loss payable to EQ United.
Any property of EQ United in Supplier’s active or constructive possession or custody
hereunder will be at Supplier’s risk, and Supplier agrees to reimburse EQ United for any
loss or damage to such property, however caused (other than damage or loss caused
by EQ United).
16. FORCE MAJEURE. Any delay or failure of either party to perform its obligations (other
than obligations for the payment of money) shall be excused if and to the extent that the
party is unable to perform due to Acts of God, or other causes beyond such party’s
reasonable control, including, without limitation, pandemics, acts of war, embargo,
national emergency, insurrection or riot, fire, flood, or other natural disaster; provided,
however, that Supplier’s ability to sell Goods at a more advantageous price will not
constitute an excusable delay event. The party affected by an excusable delay will
promptly provide written notice to the other, explaining in detail the full particulars and
expected duration of the excusable delay, and will use its commercially reasonable
efforts to remedy the delay if it is capable of being remedied. If an excusable delay
occurs that affects delivery of Goods to EQ United, Supplier will allocate its available
supply of Goods in a manner that assures EQ United of at least the same proportion of
Supplier’s total output of Goods as was allocated to EQ United prior to the excusable
delay event. If delivery of any Goods is delayed for more than 60 days, EQ United may,
without liability, cancel all or any part of this Purchase Order.
17. DESIGN AND PROCESS CHANGES. EQ United reserves the right to make changes
in drawings, designs, specifications, scope of work to be performed, time and place of
delivery and method of transportation. If any such change has an effect on the price,
warranty, delivery date, or indemnification provisions of the Purchase Order, an
equitable adjustment shall be indicated on the Change Order. Supplier will make no
changes to the design, materials, manufacturing location, sub-tier suppliers, or
processes specified in this Purchase Order or documents referenced therein, or if none,
those in place at time of issuance of this Purchase Order, without the advance written
approval of EQ United’s procurement representative. Changes to a process include, but
are not limited to, changes to the production process, changes in manufacturing
equipment, or changes between a manual and automated process. This requirement
applies whether or not there is a cost impact associated with the change and regardless
of the type of change, including product improvements.
18. WARRANTY. Supplier warrants to EQ United, its successors, assigns, customers and
end users that, upon delivery, and during the entire Warranty Period specified below,
all Goods furnished (including all replacement or corrected Goods or components which
Supplier furnishes pursuant to this warranty) will (a) be free from defects in material,
workmanship, and design, even if the design has been approved by EQ United, (b)
conform to applicable drawings, designs, quality control plans, specifications and
samples, (c) comply will all applicable national and local laws, (d) be free and clear of
any and all liens, restrictions, reservations, security interests or encumbrances, (e) be
fit and sufficient for the purpose intended; and (f) not infringe any patent, published
patent application, or other intellectual property rights of any third party existing as of
the date of delivery, and not utilize misappropriated third party trade secret information,
except to the extent that infringement or misappropriation results from (i) Supplier’s
compliance with specifications provided by EQ United, (ii) any modification of the Goods
at EQ United’s request, (iii) any method of use, and/or (iv) the combination of the Goods
with any other products. Services will be performed in accordance with customary
standards in the industry. The Warranty Period will be a period of [24] months from
actual delivery of the Goods, or systems of which they are a part, to EQ United’s
customer. These warranties will survive any delivery, inspection, acceptance or
payment by EQ United for the entire Warranty Period. Goods that meet the preceding
standards are collectively called “conforming Goods.” If conforming Goods are not
furnished within the time specified by EQ United, then EQ United may, at its election,
have the nonconforming Goods repaired, replaced or corrected at Supplier’s expense.
In addition to the costs of repairing, replacing or correcting nonconforming Goods,
Supplier is responsible for all related costs, expenses and damages including, but not
limited to, the costs of removal, disassembly, failure analysis, fault isolation,
reinstallation, reinspection and retrofit of the nonconforming Goods or of EQ United’s
affected end-product; all freight charges; all customer charges; and all corrective action
costs (i.e., costs of additional inspection or quality control systems). Unless setoff by
EQ United, Supplier will reimburse EQ United for all such costs upon receipt of EQ
United’s invoice.
19. REIMBURSEMENT OF WARRANTY EXPENSE. Supplier agrees to reimburse EQ
United for any warranty expense (Including freight in, freight out, labor and current part
cost inclusive of any required and or applicable markup as of the time of reimbursement)
incurred by EQ United related to the defective or nonconforming product provided by
Supplier. EQ United will provide to Supplier, with each reimbursement request, copies
of all documents or claims received from the repair facility verifying the defect and the
work performed. If required by Supplier, all defective products or parts therefore will be
returned to Supplier, however, EQ United has a right to maintain possession of a
representative sample of the defective product or parts for evidentiary purposes, and
Supplier shall not destroy or dispose of defective product or parts without prior approval
from EQ United. Shipping costs will be included in EQ United’s reimbursement request.
EQ United will send the reimbursement request to Supplier or include it with your return
product or part. Supplier must reimburse EQ United within 15 days of receiving the
reimbursement request. If Supplier fails to timely reimburse EQ United, EQ United will
deduct the amount of the requests from the next payment to Supplier. Request for
defective product or parts held by EQ United or its dealer must be received within 30
days, or the product or parts may be scrapped. If Supplier wishes to repair and return
or replace defective product or parts, supplier must make prior arrangements with the
applicable EQ United’s warranty department. Standard procedure will be to request
reimbursement for the part cost (including markup when required) labor and shipping.
20. RECALLS. Supplier represents, warrants and covenants that: (a) Supplier will promptly
provide to EQ United any communications to or from any governmental, regulatory or
industry authority relating to any claim defect or alleged problem related to any product;
(b) Supplier shall promptly provide to EQ United details of any complaints supplier
receives relating to its product, together with the reports on the manner in which Supplier
has, is or will resolve the complaints; and (c) Supplier will take immediate action to abate
any health or safety risk posed by the product (including, but not limited to participating
in and/or initiating product recalls). Upon EQ United’s written request, Supplier shall
provide to EQ United, for EQ United’s review and approval, copy of Supplier’s recall
program for the products. Supplier shall also provide EQ United with copies of any
certifications provided by Supplier or its manufacturers of the products, or components
thereof. Supplier agrees to cooperate with EQ United to fulfill and comply with any
product recall obligations involving Supplier’s’ product or arising as a direct
consequence of Supplier’s’ product. Supplier agrees to reimburse EQ United for all
expenses incurred in performing a product recall of Supplier’s’ product. Recall
obligations shall include, but are not limited to, both involuntary and voluntary recalls
governed by the National Highway traffic and Safety Administration (NHTSA), Transport
Canada and the Consumer Product Safety Commission (CPSC). All recall expenses
will be submitted for payment per the warranty expense process.
21. CORRECTIVE ACTION SYSTEM. Suppliers are expected to establish and maintain a
corrective action system. The corrective action system is expected to include, at a
minimum, the following requirements:
Investigations to identify the root cause of nonconformances.
Identification of the actions needed to correct nonconformances and to
prevent their recurrent in the short and long term.
Verification of corrective actions to ensure their effectiveness and to
confirm that product is not adversely affected by the action(s) taken.
Distribution of information concerning quality problems or nonconforming
product to personnel responsible for assuring product quality.
Analysis of sources of quality data (e.g., Manufacturing processes,
production defects, product disposition records, quality audit records and
reports, complaints, escapes, supplier corrective action requests
(SCARS), returned product or similar product using statistical methods
and training where applicable, to identify existing and potential causes of
nonconforming product or other quality problems.
Management review of identified quality problems and associated
corrective action activities.
Documentation of corrective action activities and results.
22. DELIVERABLES. The Deliverables (as defined below) shall, to the extent permitted by
applicable law, be deemed a work-made for-hire specially ordered or commissioned by
EQ United. “Deliverables” shall mean all newly created works of authorship created by
Supplier in the performance of services hereunder. EQ United shall be deemed the
author of the Deliverables and shall own all right, title, and interest throughout the
universe in perpetuity in and to said Deliverables, and the right to use, adapt and change
said Deliverables and to prepare derivative works therefrom. Should the Deliverables
ever be deemed not a work-made-for-hire, Supplier hereby assigns to EQ United in
perpetuity throughout the universe, all right, title, and interest in and to the Deliverables.
Notwithstanding the foregoing, or anything to the contrary contained herein
“Deliverables” do not include (a) any pre-existing materials or works of authorship
owned or controlled by Supplier, or (b) any materials or works of authorship obtained or
created by Supplier outside the scope of performing services hereunder.
23. ASSIGNMENT AND SUBCONTRACTING. Supplier will not assign this Purchase
Order or any rights or obligations hereunder or subcontract all or any material aspect of
the work called for hereunder without the prior written approval of EQ United. Any
assignment without EQ United’s written approval will be voidable at the option of EQ
United. EQ United may assign this Purchase Order or any of its rights or obligations
hereunder to any of its subsidiaries or affiliates, or to any purchaser or successor to all
or substantially all of the assets of the business or product line to which this Purchase
Order relates without Supplier’s consent and upon written notice to Supplier.
24. PATENTS AND TRADEMARKS. Supplier agrees to indemnify and save harmless EQ
United and its vendees from any and all claims, suits, liabilities, damages, losses or
expenses incurred by EQ United or its vendees by reason of any breach of Supplier of
its warranty under Section 18.
25. PURCHASER-SUPPLIED MATERIALS, TOOLING, EQUIPMENT AND TECHNICAL DATA. Title to any material, tooling, equipment or technical data that EQ United pays
for or provides to Supplier, including replacements thereof (“EQ United Property”), will
remain or vest with EQ United. Supplier will conspicuously label EQ United Property as
such, maintain it in good condition (ordinary wear and tear excepted), keep written
records of the EQ United Property in its possession and the location of such property,
not allow any liens to be placed upon it, and not change its location without prior written
approval from EQ United. Supplier is responsible for inspecting and determining that
the EQ United Property is in useable and acceptable condition.
Supplier will use EQ United Property exclusively for the performance of EQ United
Purchase Orders unless otherwise authorized in writing by EQ United’s procurement
representative. EQ United Property is intended for use at Supplier’s site only or as
otherwise authorized in writing by EQ United’s procurement representative and, to the
extent applicable, is subject to U.S. and other government export or re-export
requirements. Supplier is responsible for any loss, damage, or destruction of EQ United
Property and any loss, damage or destruction of any third party property resulting from
Supplier’s negligent use of EQ United Property. Supplier will return EQ United Property
or dispose of it at EQ United’s sole option in accordance with EQ United’s written
directions.
26. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. Supplier will
comply with all applicable national, state and local laws, regulations, ordinances and
directives including without limitation those related to the environment, and health and
safety in performing this Purchase Order. In addition, and to the extent EQ United and
its suppliers are required to comply with codes of conduct of EQ United’s customers
(“Customer Codes”), Supplier will use its commercially reasonable efforts to comply with
these Customer Codes. Supplier will maintain an integrity and compliance program
acceptable to EQ United and its customers and effective in preventing and correcting
ethical violations and in maintaining compliance with laws. By acceptance hereof,
Supplier warrants: (a) that all of the Goods, merchandise and materials delivered and
services rendered hereunder will have been produced and provided in compliance with
all requirements of the Fair Labor Standards Act of 1938, as amended, and that it will
so state on each invoice covering any of the same, and (b) that all Goods, materials and
equipment delivered hereunder shall comply with the applicable federal standards
prescribed by the Occupational Safety and Health Act of 1970, and (c) that all chemical
substances, and products containing chemical substances, will comply with the
applicable federal standards prescribed by the Toxic Substances Control Act (TSCA)
and regulations promulgated under it, (d) Supplier will comply with applicable laws, rules
and regulations of federal, state and local governments and agencies thereof, including
Executive Orders 11246 (Equal Employment Opportunity), Executive Order 11458
(Minority Business Enterprise), Public Law 93-112, Sec. 503 (Rehabilitation Act of
1973), Public Law 93-508, Sec. 402 (the Vietnam Era Veterans Readjustment Act of
1974) and all rules and regulations passed pursuant thereto which are hereby
incorporated herein by this reference, unless this Purchase Order is exempt pursuant
to said Executive Orders of Acts and regulations issued thereunder, and (e) any other
applicable local, state or federal laws and regulations.
Supplier warrants that all representations and certifications furnished by Supplier as
required by law or regulation in connection with this order are accurate, current and
complete as of the effective date of this order, and that to Supplier’s knowledge no
person has been paid a kickback or illegal gratuity in connection with this order.
Supplier agrees to indemnify and hold EQ United and its customers harmless for any
loss, damage or expenses sustained because any certification or representation herein
or required by law or regulation made by Supplier was inaccurate, non-current or
incomplete or due to Supplier’s non-compliance with any applicable law or regulation.
By acceptance of this Purchase Order, Supplier certifies that any chemical substance(s)
furnished pursuant to this order have been properly labeled, and that proper information
of the substance(s), e.g., material safety data sheets, have been provided to EQ United,
pursuant to any federal, state or local legislation.
27. INSURANCE. Supplier will maintain insurance with a carrier rated a minimum AM Best
rated “A”, covering at least the following insurance: commercial general liability
(including product liability, and for services to be performed, completed operations
liability) in a sum no less than $2 million; automobile liability (with non-owned and hired
vehicle coverage) in a sum no less than $1 million; worker’s compensation in an amount
no less than the applicable statutory minimum requirement; excess liability insurance in
an amount not less than $1 million per occurrence. Prior to the delivery of any Goods,
Supplier will provide to EQ United certificates of insurance evidencing that Supplier
maintains the foregoing insurance, which will provide that such coverage will not be
changed without 30 days advance written notification to EQ United from the carrier(s).
Except where prohibited by law, Supplier will require its insurers to waive all rights of
recovery or subrogation against EQ United, its subsidiaries and affiliated companies,
and its and their respective officers, directors, shareholders, employees and agents.
The amount of insurance carried in compliance with the above requirements is not to
be construed as either a limitation on or satisfaction of the indemnification obligations
in this Purchase Order. Upon request, Supplier shall (i) obtain insurance for recalls,
and (ii) include EQ United as a named or additional insured on any or all insurance
policies required pursuant hereto.
28. PERFORMANCE ASSURANCE PLAN. If EQ United, in its reasonable discretion,
determines there is a significant risk that Supplier will fail to meet its performance or
delivery requirements under this Purchase Order, EQ United may require Supplier to
perform under a EQ United Performance Assurance Plan. The Performance Assurance
Plan may include specific reporting and performance requirements reasonably tailored
to ensure Supplier’s adequate performance under identified provisions of this Purchase
Order. Any failure by Supplier to satisfy the terms of the Performance Assurance Plan
is a material breach of this Purchase Order.
29. INSOLVENCY. If Supplier shall become insolvent, file a petition in bankruptcy or make
an assignment for the benefit of creditors, or if a receiver or trustee shall be appointed
of or for any of Supplier’s property or business, this Purchase Order may be canceled
at EQ United’s option without liability.
30. TAXES AND PERMITS. Supplier shall be solely responsible for: (a) all sales,
occupational or use, gross receipts, F.I.C.A. (Social Security), unemployment
compensation, personal property, income and other taxes and excises, all stated
without limitation, upon the material and labor furnished by Supplier under this Purchase
Order, as required by the United States Government, the state in which the work is
performed or any other government or municipal authority which may be applicable
directly or indirectly to the work being performed by Supplier; and (b) all permits,
licenses and bonds required in connection with the work covered by this Purchase
Order, which Supplier shall obtain at its sole cost and expense and which shall be
subject to the approval of EQ United.
If EQ United is required by the law of any jurisdiction to withhold any taxes, duties,
fees, levies, or charges (“Withholding Taxes”) from any fees or other charges
(including reimbursement of expenses) paid to Supplier, EQ United will be entitled to
deduct the amount of such Withholding Taxes from the amount of such fees or other
charges (including reimbursement of expense). If Supplier is either exempt from
withholding or entitled to a reduced rate of withholding pursuant to a tax treaty or other
applicable law, and provided EQ United with adequate documentation of such
exemption from or reduced rate of withholding, EQ United will be entitled to withhold
only such Withholding Taxes from which Supplier is not exempt. In case of doubt by
EQ United as to EQ United’s liability for any such tax, Supplier shall allow EQ United,
at EQ United’s expense, to assume control of any litigation or proceeding relating to
the determination and settlement of such tax. EQ United shall, upon final settlement
of such litigation and proceeding, reimburse Supplier for any tax owing including in the
amount to be reimbursed, any interest charges and penalties accruing thereon.
31. RELATIONSHIP OF PARTIES/INDEPENDENT CONTRACTOR. Nothing in this
Purchase Order will be construed to place Supplier and EQ United in an agency,
employment, franchise, joint venture or partnership relationship. Neither party has the
authority to obligate or bind the other in any manner, and nothing contained in this
Purchase Order will give rise or is intended to give rise to rights of any kind to any third
parties. Neither party will make any representation to the contrary. The parties agree
that Supplier will perform its obligations under this Purchase Order as an independent
contractor. Supplier retains the right to exercise full control of, supervision over and
responsibility for Supplier’s performance hereunder, including the employment,
direction, compensation and discharge of Supplier’s personnel, as well as compliance
with workers’ compensation, unemployment, disability insurance, social security,
withholding and all other laws, rules, codes, regulations and ordinances governing such
matters.
32. INTERNATIONAL SHIPMENTS. International shipments must be preceded by all
documentation necessary for import and export processing, and in accordance with EQ
United’s requirements. At time of shipment, the express ocean bill(s) of lading,
commercial invoice(s), packing list, and any other documentation required for an
international shipment, shall be forwarded directly to EQ United Trade Compliance team
at tradecompliance@equnited.us.
Commercial invoices for international shipments must include the HTS code to at least
6 digits, the country(ies) of origin at the part number level, and any trade agreement
certification statements (Ex: GSP, CAFTA). Supplier must provide a Free Trade
Agreement (“FTA”) Certificate of Origin (COO) where applicable, and trade agreement
certifications for each shipment and each part number (Ex. EU originating goods).
Certifications for part numbers shall be provided upon initial shipment and updated
annually for each such part number.
Where applicable, Supplier will provide EQ United with manufacturer’s affidavits,
exporter declarations, and any other documents or information EQ United may require
to comply with international trade regulations, or to lawfully minimize duties, taxes, and
fees. At EQ United’s request, Supplier will provide EQ United all documents, records,
and other supporting information necessary to substantiate the goods’ qualification
under FTAs or other duty preference programs. Supplier will exert reasonable efforts to
qualify the goods under available and applicable FTAs.
33. CUSTOMS COMPLIANCE. Supplier assumes all responsibility and liability for any
shipments covered by this Purchase Order requiring any government import clearance
according to the negotiated INCOTERM. If government authorities declare or otherwise
impose countervailing duties, antidumping duties, or retaliatory duties on the Goods
imported under this Purchase Order, EQ United reserves the right to terminate this
Purchase Order in accordance with the Termination provisions of this Purchase Order.
Supplier will be debited for any penalties, duties, fees, taxes, freight, or storage charges
incurred by EQ United due to Supplier’s failure to comply with the terms and conditions
of this Purchase Order and EQ United’s requirements.
34. DRAWBACK. All drawback of duties, and rights thereto, related to duties paid by
Supplier or EQ United upon importation of the Goods or any materials or components
that enter into the manufacture of the Goods will accrue to the exclusive benefit of EQ
United. Such duty drawback rights include rights developed by substitution and duty
drawback rights obtained from sub-tier suppliers related to the Goods. Supplier will
provide EQ United with all documents, records, and other supporting information
necessary to obtain any duty drawback, and will reasonably cooperate with EQ United
to obtain payment.
35. GOVERNING LAW. This Purchase Order shall be governed by the laws of the State
of Indiana, without reference to its conflict of laws provisions. The United Nations
Convention of Contracts for the International Sale of Goods (Vienna Convention) will
not apply. Supplier hereby agrees to the exclusive jurisdiction of the United States
federal courts sitting in South Bend, Indiana, or, if such courts lack jurisdiction, the
courts of the State of Indiana sitting in Elkhart County, Indiana, in connection with any
action brought by it, and expressly submits to nonexclusive personal jurisdiction of (and
hereby irrevocably waives any objection against laying of venue in) any such court in
connection with any suit by EQ United. The parties hereby agree to waive their
respective rights to a jury trial of any claim or cause of action related to or arising out of
the Agreement.
36. CONTRIBUTION. ARBITRATION. In the event EQ United incurs a liability, through
settlement or final adjudication by a fact finder, or to a third party due (in whole or in
part) to the failure or defect of a product supplied by Supplier in whole or in part, Supplier
agrees to contribute an appropriate pro rata share to EQ United to satisfy such liability.
In the event the parties cannot agree on an appropriate prorated share, EQ United and
Supplier agree to submit the matter to arbitration before an arbitrator mutually
acceptable to the parties located in Michigan. If the parties are unable to agree upon
an arbitrator, each party will select a qualified arbitrator and the two arbitrators selected
shall select a third arbitrator to serve as an arbitrator of this dispute. The arbitrator need
not to be a AAA affiliated arbitrator. The arbitration procedure shall be governed by the
AAA commercial rules. The arbitrator shall enter a final and binding ruling as to the
appropriate prorated share under the facts of the dispute. Such determination will be
made without regard to whether the third party had or could have had any direct cause
of action against Supplier or whether Supplier had or could have had valid legal defense
to such a claim.
37. MASTER CONTRACT. If this Purchase Order is issued as shipping instructions and/or
release document pursuant to the terms of an existing contract between EQ United and
Supplier, this Purchase Order shall be governed exclusively by the terms of said existing
contract.
38. AUDIT. Supplier will maintain suitably detailed records as may be necessary to
adequately reflect Supplier’s compliance with the terms of this Purchase Order.
Supplier will permit EQ United’s auditors to have access at all reasonable times and
upon not less than 2 business days’ prior written notice, to Supplier’s books and other
pertinent records and Supplier will require each of its sub-tier suppliers to do likewise
with respect to their books and records. Supplier and each sub-tier supplier will also
furnish other information as may be needed by EQ United’s representatives in auditing
compliance. EQ United may perform audits up to two years following completion of this
Purchase Order. If, as a result of an audit, any invoice submitted by Supplier is found
to be in error, an appropriate adjustment will be made to the invoice or the next
succeeding invoice following the discovery of the error and will be paid promptly by
Supplier or EQ United, as the case may be. Supplier will promptly correct any other
Supplier deficiencies discovered as a result of the audit.
39. INDEMNIFICATION. Subject to the other terms and conditions contained herein,
Supplier agrees to indemnify, defend and hold harmless EQ United, its officers, agents,
employees, successors and assigns, from and against any and all losses, expenses
(including without limitation, reasonable attorneys’ and other professional fees), costs,
damages, demands, liabilities, suits and claims to the extent arising out of any actual or
alleged personal injury (including death) or damage or destruction to property (including
loss of use) by whomsoever suffered, sustained or alleged to have been sustained by
reason of (a) any act, error or omission, whether negligent or not, of Supplier or its
agents, employees, suppliers, subcontractors and consultants, provided that such
injury, death, damage or destruction is not occasioned by the negligence of EQ United
or its agents, employees and subcontractors, or (b) any failure by Supplier to comply
with the terms and conditions of this Purchase Order.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
NEITHER EQ UNITED NOR ITS REPRESENTATIVES IS LIABLE FOR
CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE,
OR ENHANCED DAMAGES ARISING OUT OF OR RELATING TO ANY BREACH OF
THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE
OR SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR
OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE
FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
40. TERMINATION. (a) EQ United may terminate this Purchase Order if Supplier commits
a material breach and fails to remedy the breach within 30 calendar days following
receipt of written notice specifying the grounds for the breach. A material breach
includes, but is not limited to, failure to deliver, late delivery or delivery of nonconforming Goods. Termination of Supplier by EQ United under this paragraph will
entitle EQ United to all damages and remedies available at law or equity. Additionally,
Supplier grants to EQ United a fully paid up, non-exclusive, irrevocable license to
Supplier’s Intellectual Property rights embodied or used in the Goods for use by EQ
United solely in connection with using and repairing (but not reconstructing) the specific
Goods actually delivered to EQ United hereunder. (b) Notwithstanding any firm time
period or quantity, EQ United may terminate this Purchase Order in whole or in part at
any time with or without cause with respect to undelivered Goods or unperformed
services upon 30 days’ prior written notice.
If EQ United terminates this Purchase Order under either 40 (a) or 40 (b) above, EQ
United will pay to Supplier the following amounts (not to exceed in the total purchase
price for the Goods), without duplication and in complete and final satisfaction of EQ
United’s liabilities under the Agreement, the applicable portion of the purchase price for
Goods that Supplier delivered to EQ United before the termination date.
To the extent that any portion of this Purchase Order is not terminated by EQ United,
Supplier will continue performance of that portion.
41. CONFIDENTIALITY. All information, including without limitation specifications,
samples, drawings, materials, know how, designs, processes and other technical,
business or financial information, that: (a) has been or will be supplied to Supplier
hereunder by or on behalf of EQ United; or (b) Supplier first designs, develops or creates
in connection performing services under this Purchase Order are deemed to be
“Confidential Information” of EQ United. To the extent that exclusive title or ownership
rights in such Confidential Information may not originally vest in EQ United as
contemplated hereunder, Supplier irrevocably assigns transfers and conveys to EQ
United all right, title and interest therein. Notwithstanding the foregoing, or anything to
the contrary contained herein, Supplier’s obligations of confidentiality hereunder shall
not apply to the following: (1) information which was published or otherwise available to
the public prior to its receipt by Supplier from EQ United, (2) information which becomes
published or otherwise available to the public other than by a breach of Supplier’s obligations
of confidentiality hereunder, (3) information that Supplier can establish by written records
was in its possession prior to disclosure by EQ United, (4) information that Supplier can
establish was acquired after disclosure by EQ United free from any restrictions on
disclosure and use imposed by a third party, (5) information that Supplier can
demonstrate was developed independently of the disclosure by EQ United by employees
and agents of Supplier who did not have access to EQ United’s confidential information,
and/or (6) information required to be disclosed as a result of a judicial order, a
governmental administrative order, or compulsory legal process provided that Supplier
immediately notifies EQ United of such order or process so that EQ United has an
opportunity to oppose the disclosure or to seek a protective order.
EQ United’s Confidential Information will remain the property of EQ United, may not be
used by Supplier for any purpose other than for performing this Purchase Order, may
not be disclosed to any third party, and will be returned to EQ United upon the earlier of
EQ United’s written request or completion of this Purchase Order. If, with EQ United’s
prior written approval, Supplier furnishes Confidential Information to a sub-tier supplier,
Supplier will bind the sub-tier supplier to confidentiality requirements substantially
identical to this provision and Supplier will remain responsible to EQ United for any
breach of this provision by its sub-tier suppliers. No disclosure, description or other
communication of any sort will be made by Supplier to any third person of the fact of EQ
United’s purchase of Goods hereunder, the terms of this Purchase Order, the substance
of any discussions or negotiations concerning this Purchase Order, or either party’s
performance under this Purchase Order.
Supplier acknowledges that EQ United is the owner of all right title and interest in, and
to, any trademarks provided by EQ United or designed for EQ United for use in
connection with the provision of the Goods hereunder (the “Trademarks”). All goodwill
resulting from the use of the Trademarks by Supplier, including any additional goodwill
that may develop because of Supplier’s use of the Trademarks, will inure solely to the
benefit of EQ United, and Supplier will not acquire any rights in the Trademarks except
those rights specifically granted in this Purchase Order or a writing signed by EQ United.
Supplier will use the Trademarks in strict conformity with this Purchase Order, EQ
United’s directions and with EQ United’s corporate policy regarding trademark usage.
Supplier shall not (a) use the Trademarks in any manner likely to diminish their
commercial value; (b) knowingly use any name, domain name, logo or icon likely to
cause confusion with the Trademarks; (c) make any representation to the effect that the
Trademarks are owned by Supplier rather than EQ United; (d) file or obtain, or cause
any third party to file or obtain, any applications or registrations or domain names for
the Trademarks or any terms confusingly similar to the Trademarks; or (e) challenge the
validity of EQ United’s ownership of the Trademarks. Supplier further will not at any
time, either during the life of or after the expiration of this Purchase Order, contest the
validity of the Trademarks or assert a claim or any other right to manufacture, sell or
offer for sale products under the Trademarks, or any trademark confusingly similar
thereto.
42. INTELLECTUAL PROPERTY INDEMNIFICATION. With respect to the Goods provided
hereunder, Supplier will, at its expense, indemnify and hold harmless EQ United and its
subsidiaries, affiliates and agents, and their respective officers, directors, shareholders,
and employees, and EQ United’s customers (collectively “Indemnitees”) from and
against any and all loss, cost, expense, damage, claim, demand or liability, including
reasonable attorney and professional fees and costs and the cost of settlement,
compromise, judgment or verdict incurred by or demanded from Indemnitees arising out
of, resulting from, or occurring in connection with any breach of Supplier’s
representations and warranties set forth in Section 18(e). Supplier will have the right to
conduct the defense of any such claim or action and, consistent with Indemnitees’ rights
hereunder, all negotiations for its settlement; provided, however, in no event will
Supplier enter into any settlement without EQ United’s prior written consent, which will
not be unreasonably withheld. Indemnitee may participate in such defense or
negotiations to protect its interests. If any injunction or restraining order is issued in
connection with a claim for which Supplier owes EQ United indemnification under this
Section 39, Supplier will, at its expense, obtain for Indemnitee either the right to continue
to make, use, offer to sell, sell or import the Goods or replace or modify the Goods to
make them non-infringing.
43. CHANGES/AMENDMENTS. No modification to this Purchase Order will be binding
upon either party unless agreed to in the form of a written amendment to this Purchase
Order signed by an authorized representative of EQ United and Supplier.
44. PUBLICITY. Any news release, public announcement, advertisement, publicity or any
other disclosure concerning this Purchase Order to any third party except as may be
necessary to comply with other obligations stated in this Purchase Order requires prior
written approval of EQ United.
45. WAIVER. The failure of either party to enforce at any time any of the provisions of this
Purchase Order will not be construed to be a continuing waiver of any provisions
hereunder, nor will any such failure prejudice the right of such party to take any action
in the future to enforce any provisions hereunder.
46. SEVERABILITY. If any provision of this Purchase Order is held to be illegal, invalid, or
unenforceable by applicable law, that provision will be severed from this Purchase
Order; the remaining provisions will remain in full force and effect; and a similar legal,
valid and enforceable provision will be substituted in lieu of the severed provision.
47. SURVIVAL. All provisions of this Purchase Order which by their nature should apply
beyond its term will remain in force after any termination or expiration of this Purchase
Order including, but not limited to, those addressing the following subjects:
Import/Customs Compliance, Price, Spare Parts Pricing, Invoicing and Payment, Setoff,
Warranty, Indemnification, Intellectual Property Indemnification, Insurance,
Confidentiality, Audit, Governing Law, Publicity, and Survival.
48. EMPLOYMENT REQUIREMENTS. Equal Employment Opportunity, Employment of
Veterans and Individuals with Disabilities. During the performance of this Order, unless
exempt, Supplier shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a)
and 60-741.5(a) incorporated herein. These regulations prohibit discrimination against
qualified individuals based on their status as protected veterans or individuals with
disabilities, and prohibit discrimination against all individuals based on their race, color,
religion, sex, sexual orientation, gender identity and/or expression, or national origin.
Moreover, these regulations 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.
49. CRITERIA FOR ACCEPTANCE. EQ United has the right to perform Factory
Acceptance Testing (FAT) and Site Acceptance Testing (SAT) on select machinery and
tooling purchases. The type of testing and the corresponding acceptance criteria will
be determined by EQ United and Supplier. By accepting this Purchase Order, Supplier
agrees to perform any requested testing and ensure the machinery or tooling conforms
to the acceptance criteria agreed upon by EQ United and Supplier.
MANDATORY INBOUND SHIPPING AND ROUTING INSTRUCTIONS
These instructions supersede all previous instructions either written, verbal or on
purchase orders. Please provide these instructions to your Shipping Department.
Additional costs resulting from failure to follow these instructions will be debited back
to your company with a $50 administration fee.
If your price does not include freight then all shipments are to be shipped FOB (origin)
Freight Collect for small packages and Less than Truckload (LTL) shipments. See
instructions below.
No prepaid and add freight charges of any kind or handling fees will be allowed by EQ
United on Supplier’s invoice unless previously authorized in writing by a EQ United
employee. .Address all shipments to the street address indicated on the purchase order.
Merchandise must be shipped exactly as ordered.
Supplier is to call designated carrier(s) local office or toll free number to arrange pickup at Shipper’s Dock. No pick-up charges will be allowed. EQ United purchase order
number(s) must be referenced in the shipper reference number or bills of lading,
airbills, and on all shipping labels and packing slips.
1. SHIPPING INSTRUCTIONS—SMALL PACKAGES
a. Surface Routings Bill FOB Freight Collect.
b. Contact consignee if value of shipment is over $2,000.00.
c. UPS is EQ United’s preferred carrier for small package shipments up to a
combined weight of 100 pounds.
2. SUMMARY
a. All ground & AIR parcel orders 100 pounds or more shall be shipped
Freight Collect.
b. The account number to be billed for each EQ United Plant will be
communicated via the Purchase Order.
c. For full truckload and intermodal freight transportation, contact
shipping@equnited.us. they will also provide account numbers.
d. Enter the EQ United Purchase Order Number in a reference field.
3. SHIPPING INSTRUCTIONS—LESS THAN TRUCKLOAD (LTL)
a. All LTL Freight over 100 pounds shall be shipped via: XPO Logistics or R&L
Carriers, or other carrier to be approved by EQ Systems:
i. Ship collect to the EQ United consignee address, an account # is not
required.
ii. PO# must be referenced on BOL
iii. Contact shipping@equnited.us for any of the following:
1. any shipment over 10 pallets/20 linear ft
2. any shipment over 15,000 lbs total weight
3. any expedited shipment for written authorization to do so
4. If value of shipment exceeds $25/lb
4. HAZERDOUS MATERIAL
Ship in accordance w/ all applicable DOT or IATA regulations as they pertain to
classifying documenting describing packaging labeling & markings.
5. CUSTOMS INFORMATION
Direct all customs related questions to EQ United’s corporate customs
department at shipping@equnited.us. At the time shipment, EQ United will
provide in-house customs broker information to Supplier.
6. EMERGENCY AIR FREIGHT SHIPMENTS/ PREMIUM TRANSPORTATION
The cost of any premium freight service required due to late shipment on the part
of your company shall be absorbed by your company. If a shipment qualifies free
freight, the routing of your choice will be accepted. In the event this is required
because of a suppliers past due delivery status we will require our supplier to use
premium transportation at their expense.
7. WHEN PREMIUM TRANSPORTATION CHARGES ARE TO BE ABSORBED BY EQ UNITED.
a. In cases of extreme emergency, if EQ United determines that premium
transportation requires airfreight shipments at no fault of Supplier, an EQ
United authorized representative must approve the shipment.
i. EQ United Consignee Plant will issue a Premium Freight Authorization.
ii. Supplier will ship Goods per EQ United approved carrier.
b. Shipments requiring an expedited service must be shipped as follows: For
EQ United, via UPS Priority Overnight or First Overnight. The UPS account
# or TMC account #, as applicable, must be entered on the appropriate
space of the airway bill. In addition, EQ United purchase order number
must be entered on the airway bill.
c. IMPORTANT NOTE: Emergency airfreight shipments must be authorized
prior to shipment, and the purchase order number and the EQ United’s
name must appear on the airway bill. In the event of any unauthorized
airfreight shipment costs, EQ United will refuse payment and such costs
will be charged back to Supplier.
8. BACK – CHARGE POLICY
a. All non–conformances to the routing guide will be brought to the attention
of the EQ United EQ United and then transmitted to Supplier. If the
problem continues, EQ United will inform the EQ United that all freight
charges are to be back–charged.
b. EQ United will send the freight bill back to the carrier with instructions to
collect payment from Supplier. This information will then be transmitted to
Supplier. Freight charges will continue to be back-charged until the
problem is corrected.
c. This routing guide can be changed on a regular basis due to a multitude of
factors. This routing guide may be formally re-issued on an annual basis,
every January. It is Supplier’s responsibility to have the most current
routing guide in their possession.
9. DAMAGED OR LOST FREIGHT
a. Damaged freight will be handled according to the severity of the damage.
If a FOB destination shipment arrives completely damaged, the shipment
will be refused. If the damage is not too severe the shipment may be
received and the damaged parts will be processed in material quality. If a
shipment is lost, the agreed FOB terms will dictate which party is
responsible for replacing material.
b. EQ United will not accept responsibility for damaged products due to a lack
of proper packaging, palletizing, and/or shipment preparation. The
following actions on the part of Supplier will reduce potential damages.
i. Proper sized pallets (standard 40X48) to prevent overhang. Some of
our Suppliers use specialty sized pallets due to the nature of the product
and specialty handling. All other “standard” handling materials should
be shipped on standard sized pallets.
ii. Proper stacking height to avoid carton and product crushing. Carton
stacking height is to be kept within the four-to-five-foot height range.
10. FREIGHT CONSOLIDATION
a. It is the responsibility of Supplier to consolidate all multiple same day
shipments to a single destination.
b. Multiple Purchase Orders must be consolidated when shipping the same
day, to the same address, via the same mode of transportation.
c. Consolidate all shipments on one bill of lading, airbill or other shipping
document.
d. Only consolidate shipments that are traveling via the same mode. All
individual packages should be placed in an overpack box and shipped
using the consolidated weight. If the overpack is too large to go UPS
ground then ship using LTL carrier.
11. INSURANCE
Do not place insurance or declare a value on EQ United’s shipments regardless
of the mode of transportation unless authorized in writing by EQ United’s
authorized representative. EQ United will not accept insurance charges from
carriers without such authorization. Charges billed by carriers for insurance will
be debited from Supplier’s invoice.
12. DECLARED OR RELEASED VALUE
On truck shipments subject to declared or released value ratings, shipper shall
declare the value, which results in the lowest transportation charges.
13. C.O.D SHIPMENTS
EQ United will not accept C.O.D shipments under any circumstances. EQ United
corporate policy does not allow the receiving department to pay C.O.D charges
upon delivery. All freight, duty, and charges for import or export fees must be
prepaid.
14. PACKING SLIPS
Every shipment must be accompanied by a packing slip affixed to the outside of
the lead carton. All packing slips must show the following:
a. EQ United purchase order number, part number, and quantity shipped.
b. If no purchase order number, name of person and department to receive
shipment must be indicated on the shipping label, bill of lading, or airbill. In
addition, EQ United purchase order number(s) must be shown as the
shipper’s reference number on all shipping documents.
c. Certificate of Conformance (When required).
d. Suppliers invoice or packing slip number.
15. INCOMING DELIVERIES
a. Appropriate EQ United personnel must be notified of over shipments and
under shipments before shipping.
b. Product is to be shipped to EQ United via surface mode. Shipment must
arrive on the due date (if given), or within (2) days before the date due.
16. MARKING REQUIREMENTS
Every article of freight must be fully identified with the following information, in
addition to the packing slip requirements already specified:
a. Supplier’s name and complete shipping address.
b. Our complete “ship to” address.
c. If ordered on our purchase order form – our complete purchase order
number.
d. Item numbers and quantity in each carton.
e. Purchase order number on air bill for air express shipments – only if
authorized by EQ United.
f. If shipment contains multiple boxes or skids they must be labeled properly
(e.g. 1 of 2, 2 of 2).
INVOICING INSTRUCTIONS FOR SUPPLIERS OF EQ UNITED
EQ United is committed to working with our valued suppliers to achieve on-time,
accurate payments for all invoices. This notice is provided to clarify the guidelines
and to define our standard payment terms. Following these guidelines will ensure
accurate and timely payment of invoices:
All invoices need to be sent to the “Bill To” address shown on each purchase
order or emailed to the EQ United email address indicated on the purchase order.
Faxed invoices are no longer accepted.
Invoice price must match or be less than the PO price and cannot contain more
than two (2) decimal places.
Invoices quantities must match the PO quantities and cannot contain more than
three (3) decimal places.
The line items on the invoice must match the line items on the PO. EQ United will
reject invoices with one line item representing a consolidation of two or more
items on a purchase order.
If EQ United’s part number is referenced on the PO it must be referenced on the
invoice.
IF the invoice you are going to send does not match the PO, please contact the
requisitioner to have the PO corrected and approved BEFORE you submit the
invoice. INVOICES THAT DO NOT MATCH THE PO WILL BE REJECTED AND
LEAD TO PAYMENT DELAYS.
Any invoice not having a valid PO number and PO-matched information will be
rejected.
When an acceptable invoice is received (see points above), the invoice will be
date-stamped and that is the Invoice Date used to start the terms period. Checks
are processed once a week.
THE SPECIFIC PAYMENT TERMS GOVERNING A PARTICULAR ORDER
WILL BE CLEARLY CALLED OUT ON EACH PURCHASE ORDER.
Upon receipt, each PO should be carefully reviewed as the terms specified are
the conditions that will be used to pay the invoice. If there are any discrepancies,
notify the requisitioner immediately for a corrected PO. Do not call accounts
payable as they will not be able to help you.
UNLESS OTHERWISE SPECIFIED, THE PRICE SET FORTH ON THE
PURCHASE ORDER WILL INCLUDE ANY AND ALL CHARGES AND NO
EXTRA CHARGES OF ANY KIND WILL BE ALLOWED UNLESS PREVIOUSLY
AGREED TO IN WRITING AND ARE INCLUDED ON THE PO.
Invoices must not include charges for freight unless previously agreed in writing and are
included on the PO.
If you do not agree with anything on the purchase order, you have the following options:
a. Notify the requisitioner, come to agreement on resolution and obtain a modified PO
as appropriate. The requisitioner is the only person who can assist you.
b. Reject the purchase order by contacting the requisitioner. E-mail is preferred method
of communication of a rejected PO. If after following these guidelines, you have not
received payment as expected, please contact the requisitioner.