Last modified:  June 26, 2026

This Product Attachment will apply to the extent that Purchaser is buying Goods from Supplier.

1.              Supply of Goods.

1.1           Quantity. Supplier shall provide Goods to Purchaser in the quantity specified in any Ordering Document. If the quantity is not specified in the Ordering Document, the quantity is for all or a portion of Purchaser’s requirements and may be for up to one hundred percent (100%) of Purchaser’s requirements.

1.2           Supply Constraints. If Supplier’s ability to deliver or provide any Goods is or is reasonably likely to be constrained, Supplier shall immediately notify Purchaser setting forth the cause for the anticipated delay and use best efforts to resolve the issue causing the constraint. During the period of any delay, Supplier shall fulfill Purchaser’s requirements set forth in the Ordering Document prior to fulfilling orders for the same or similar products for any of Supplier’s other customers for the period in which Supplier’s production is constrained, using existing on-hand stock and Supplier’s actual output. The foregoing is in addition to, and not in limitation of, Supplier’s other obligations under the Contract and Purchaser’s other rights and remedies at law, in equity, and in the Contract.

2.              Supplier Obligations.

2.1           General. Supplier shall deliver Goods to Purchaser, and all such Goods will (a) be free from defects in design, material, and workmanship and safe, fit, and sufficient for the particular purposes intended by Purchaser; (b) meet or exceed the quality standards specified by Purchaser; and (c) be free and clear of all liens, claims, or other encumbrances, with good and marketable title.

2.2           Quality.

(a)            All Goods will be new, unused, and not refurbished at the time of delivery. Supplier’s Goods will comply with all Purchaser Specifications related to quality and any additional quality assurance procedures separately prescribed by Purchaser in the Ordering Document.

(b)           Supplier shall immediately notify Purchaser in writing when it becomes aware of any ingredient, component, design, or defect in the Goods that is or may become harmful to Persons or property or fails to meet the Specifications or other requirements of the Contract. Promptly upon learning of Defective (as defined in Section 2.5(a)below) or non-conforming Goods, Supplier shall promptly investigate and report to Purchaser on the root cause of the problem and promptly remedy the cause of the problem.

2.3           Delivery and Inspection.

(a)            Supplier shall deliver Goods both in quantities and at times specified in the Ordering Document. Unless otherwise stated in the Ordering Document, Supplier shall deliver the Goods and, if applicable, the Deliverables, DDP (Incoterms 2020) Purchaser’s designated facility specified in the Ordering Document, and if applicable, with export customs formalities completed by Supplier. Title will transfer upon receipt of the Goods or Deliverables by Purchaser at such facility. Supplier shall adhere to shipping directions specified by Purchaser. Shipments in excess of those ordered or authorized by Purchaser may be returned to Supplier at Supplier’s expense, and Purchaser may debit Supplier for the cost of such returns. Purchaser has the right to change shipping schedules or direct temporary suspension of such scheduled shipments. Premium shipping expenses and/or other expenses necessary to meet delivery schedules set forth in the Contract will be Supplier’s sole responsibility.

(b)           Supplier shall provide packing slips for all shipments of Goods and Deliverables. Packing slips and other shipping documents and memos, such as bills of lading, must show the Purchase Order number, part number, vendor, and item and reference numbers. For each international shipment, in addition to the packing list, Supplier shall include a customs valuation invoice (pro forma or “Commercial Invoice,” using the value set forth in the Ordering Document), with a master packing slip and shall furnish all other required export/import documents. Export and trade credits will belong to Purchaser. Supplier shall furnish (a) all documents required to obtain export credits and customs drawbacks; (b) certificates of origin of the materials and Goods provided and the value added in each country; (c) all NAFTA, AALA, and any other FTA or trade preference related or required documents; (d) all required export licenses or authorizations; and (e) any other documents requested by Purchaser or any of its customers. Supplier warrants that the contents of such documents will be true and accurate. Supplier shall indemnify Purchaser for any damages, including duties, interest and penalties, arising from any false or inaccurate statement.

(c)            Unless otherwise specified in the Contract, included in the prices or fees charged to Purchaser, Supplier shall properly pack, mark, load, and ship all Goods and Deliverables as required or instructed by the Ordering Document and by the transporting carrier, and if not so provided, in accordance with applicable industry standards. For international shipments, all wooden packaging will be properly heat treated with IPPC stamp applied, and certificate delivered to Purchaser upon request. Purchaser may specify the method of transportation and the type and number of  packing slips and other documents to be provided with each shipment.[GJV1]  Supplier shall reimburse Purchaser for all expenses, including damage to Goods or Deliverables, incurred due to improper packing, marking, or loading.

2.4           TIME AND QUALITY ARE OF THE ESSENCE AS TO DELIVERY OF ALL GOODS. If Supplier is late in delivery of any Goods, or if Supplier is unable to deliver the full quantities of Goods required under the Contract by the applicable delivery dates, Supplier shall promptly notify Purchaser and Purchaser may, at its option: (a) cancel the Contract or all or any portion of the Ordering Document, as applicable, without liability to Supplier; or (b) require Supplier to deliver the Goods using priority freight delivery with incremental freight charges at Supplier’s expense. If the provisions in this Section 2.4, alone or together, are insufficient  to meet Purchaser’s requirements or if Supplier will be unable to comply with such provisions (as determined by Purchaser in its sole discretion), Purchaser may purchase substitute goods and hold Supplier accountable for the difference between the price of the Goods and the price paid by Purchaser for substitute goods, if higher, including amounts charged for shipping, insurance, handling, and any taxes or duties.

2.5           Inspection; Rejection; and Defect Replacement.

(a)            Purchaser reserves the right to inspect and test all Goods on delivery within the Inspection Period to verify compliance with applicable warranties and Specifications. In addition to all other rights provided by Law, Purchaser may reject and return any Goods that: (i) are damaged; (ii) do not conform to applicable warranties or Specifications; (iii) are not shipped correctly or on time; or (iv) are not properly packaged as required herein (each or collectively being, “Defective”).

(b)           For Goods that Purchaser determines Defective upon receipt or during the period of any applicable warranty, Supplier shall, at its expense and Purchaser’s option:

(i)  replace or repair Goods that are Defective and re-deliver such repaired or replaced Goods to Purchaser within a commercially reasonable time agreed to by Purchaser;

(ii)  refund Purchaser the purchase price of the Goods within thirty (30) days of receiving Purchaser’s notice that Goods are Defective; or

(iii) reimburse Purchaser for the reasonable cost to have the Goods repaired within thirty (30) days after receiving Purchaser’s invoice.

Supplier will warrant replacement Goods for the longer of ninety (90) days following Purchaser’s acceptance of the replacement Good or the remainder of the original warranty period. Supplier is responsible for all costs, damages, and liabilities incurred by Purchaser as a result of Defective Goods.

3.              Invoicing. Supplier shall issue invoices only upon Purchaser’s acceptance of the Goods in accordance with the Contract. All invoices for Goods provided pursuant to a Purchase Order must reference the Purchase Order number (as may be amended), Purchaser’s part number, Supplier’s part number where applicable, quantity of pieces in shipment, number of cartons or containers, Supplier’s name and number, and bill of lading number, before any payment will be made for Goods by Purchaser.

4.              Product License. For any Goods or Deliverables that are not Work Product or that are Software and not subject to separate end user license terms agreed to by Purchaser, Supplier hereby grants to Purchaser and its end users a perpetual, irrevocable, non-exclusive, worldwide, fully paid-up, royalty-free, transferable license to modify, sell, offer for sale, import, and otherwise use and dispose of such Goods or Deliverables, including any bug fixes, error corrections, updates, patches, maintenance releases, or upgrades for the respective Goods or Deliverables. 

5.              Trade Security. Supplier agrees that during the period in which it ships Goods to Purchaser, it and its subcontractors who either ship directly or package Goods for shipment will either (a) be certified under the Customs Trade Partnership Against Terrorism (“C-TPAT”) program by the U.S. Bureau of Customs and Border Protection or (b) comply with applicable trade security programs including, as applicable, the C-TPAT security procedures that may be found on the U.S. customs website at www.cbp.gov.