Standard Purchase Order Terms and Conditions

These Standard Purchase Order Terms and Conditions ("Terms") apply to every Purchase Order ("PO") issued by Wisconsin Automation, LLC ("Buyer"). Supplier's acceptance of the PO, shipment of goods, commencement of work, or performance of services constitutes acceptance of these Terms. Any additional or conflicting terms proposed by Supplier are expressly rejected unless accepted in writing by Buyer.

1. Acceptance

Supplier accepts these Terms by acknowledging the PO, beginning work, or delivering goods or services.

2. Pricing

Prices are firm and include all packaging, handling, and other charges unless otherwise stated. No price increases are permitted without Buyer's written approval.

3. Delivery

Time is of the essence. Supplier shall immediately notify Buyer of any anticipated delay. Buyer may cancel all or part of the PO for late delivery without liability.

4. Packaging and Shipping

Supplier shall package products to prevent damage in transit and clearly identify each shipment with the applicable PO number.

5. Inspection and Acceptance

Buyer may inspect all goods and services after delivery. Payment does not constitute acceptance. Buyer may reject nonconforming goods.

6. Quality

Supplier shall maintain an effective quality management system and provide certificates of conformance, inspection reports, material certifications, or other documentation when requested.

7. Supplier Change Notification

Supplier shall not change manufacturing location, materials, design, process, tooling, software, firmware, or sub-tier suppliers affecting the goods without Buyer's prior written approval.

8. Warranty

Supplier warrants that all goods are new, merchantable, free from defects, conform to specifications and drawings, and are fit for their intended purpose for not less than twelve (12) months after acceptance or Supplier's standard warranty, whichever is longer.

9. Nonconforming Goods

Supplier shall promptly repair, replace, or credit defective goods at its expense, including transportation, removal, reinstallation, and reasonable administrative costs incurred by Buyer.

10. Engineering Changes

No engineering or specification changes shall be implemented without Buyer's written authorization.

11. Confidentiality

All drawings, software, specifications, pricing, customer information, and technical data supplied by Buyer are confidential and shall only be used to fulfill the PO.

12. Intellectual Property

Custom designs, drawings, software, documentation, and work product developed specifically for Buyer under the PO become Buyer's property upon payment unless otherwise agreed in writing.

13. Compliance

Supplier shall comply with all applicable laws, regulations, OSHA requirements, environmental regulations, export laws, and applicable industry standards.

14. Cybersecurity

Suppliers providing software, controls, firmware, or network-connected equipment shall maintain commercially reasonable cybersecurity practices and promptly notify Buyer of any security incident affecting delivered products.

15. Indemnification

Supplier shall defend, indemnify, and hold harmless Buyer, its customers, officers, employees, and agents from any claims, damages, losses, liabilities, fines, penalties, and expenses, including reasonable attorneys' fees, arising out of Supplier's negligence, breach of contract, defective products, intellectual property infringement, or failure to comply with applicable law.

16. Insurance

Supplier shall maintain Commercial General Liability ($1,000,000 per occurrence), Automobile Liability ($1,000,000), Workers' Compensation as required by law, Employer's Liability ($1,000,000), and Umbrella/Excess Liability ($2,000,000) or equivalent coverage unless otherwise approved by Buyer.

17. Certificates of Insurance

Upon request, Supplier shall provide current Certificates of Insurance evidencing required coverage before work begins and upon policy renewal.

18. Additional Insured

When work is performed on Buyer's premises or a customer's site, Supplier shall name Buyer as an Additional Insured on its Commercial General Liability policy where commercially available.

19. Primary and Non-Contributory Coverage

Supplier's insurance shall be primary and non-contributory with respect to Buyer's insurance to the extent permitted by law.

20. Waiver of Subrogation

Supplier shall obtain a waiver of subrogation in favor of Buyer under Workers' Compensation and Commercial General Liability policies where commercially available.

21. Record Retention and Audit

Supplier shall retain records relating to the PO for at least seven (7) years and permit Buyer to audit records reasonably necessary to verify compliance.

22. Subcontracting

Supplier shall not subcontract work without Buyer's written consent and shall flow these requirements to approved subcontractors.

23. Payment

Invoices shall reference the PO number. Unless otherwise stated, payment terms are Net 45 days after receipt of a correct invoice and acceptance of conforming goods or services.

24. Force Majeure

Neither party is liable for delays beyond reasonable control; however, Supplier shall promptly notify Buyer and mitigate delays.

25. Termination

Buyer may terminate the PO for convenience or default. Supplier shall be paid only for conforming work performed through the termination date.

26. Limitation of Liability

Nothing in these Terms limits Supplier's obligations relating to indemnification, confidentiality, intellectual property infringement, fraud, gross negligence, willful misconduct, or insurance obligations.

27. Governing Law

These Terms are governed by the laws of the State of Wisconsin. Venue for disputes shall lie in a state or federal court located in Wisconsin.

28. Entire Agreement

The PO, together with these Terms and any documents specifically referenced therein, constitutes the entire agreement and supersedes any conflicting Supplier terms unless expressly accepted in writing by Buyer.

Notice

These Terms are intended to establish Wisconsin Automation's standard purchasing requirements. Because contractual risk allocation requirements vary by jurisdiction and project, Wisconsin Automation should have these Terms reviewed by legal counsel before implementation.