Purchase Order Terms

(Effective February 1, 2023)

The following Purchase Order Terms and Conditions (hereinafter “Agreement”) are a part of and govern all transactions between Pacific Bearing Corp. dba PBC Linear (hereinafter “Buyer” or "PBC”) and you (hereinafter “Seller” or “you” or “your”), and are incorporated into the Purchase Order (or print/drawing which may accompany said Purchase Order) (“Purchase Order”) between Buyer and Seller. This Agreement supersedes any terms and conditions in any of Seller’s documents. If you submit, accept, or confirm orders using your own form documents, no terms or conditions therein shall apply. If any form document Seller submits to Buyer constitutes an offer or acceptance of an offer to purchase products from Buyer, this Agreement shall govern the resulting contract. Your acceptance of any offer by Buyer to buy products from you must be limited to this Agreement and the additional terms set forth that Buyer may offer you in writing. YOU ARE HEREBY NOTIFIED THAT BUYER OBJECTS TO ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS CONTAINED IN ANY ACCEPTANCE OR ANY OFFER MADE BY YOU. Buyer shall not be deemed to have waived this provision if it fails to object to the conditions appearing in, incorporated by reference, or attached to any of Seller’s documents. Seller’s acceptance of payment called for in either a Purchase Order of Buyer or in a sales order accepted by PBC shall constitute Seller’s acceptance of this Agreement.

1. Compliance with Laws. Seller agrees that at all times it will comply with all applicable federal, state, municipal and local laws, orders and regulations, including, but not limited to, those affecting prices, production, purchase, sale, and use of material. If requested by Buyer, Seller agrees to timely certify compliance with such laws on such forms as Buyer may request.
   1. If any Products require a consumer warning under the law of the State of California known as Proposition 65 (“Prop 65 Candidate Product”), Seller must comply with the following before accepting the Purchase Order: (i) advise Buyer of same in writing; and (ii) place warnings directly on all units of Prop 65 Candidate Products as may reasonably be offered for sale by Buyer in or to consumers in California; and (iii) provide a digital copy of such warning for posting online for each Prop 65 Candidate Product.
   2. The Seller will notify PBC of any product, by product number, that contains Per- and/or polyfluoroalkyl substances otherwise known as PFAS.
   3. Conflict Minerals. The Seller warrants that, to its knowledge after reasonable inquiry, no Conflict Mineral (cassiterite (also known as tin), columbite-tantalite (also known as tantalum), wolframite (also known as tungsten) and gold or their derivatives) contained in any Product supplied under this Purchase Order/Supply Agreement originated from any Covered Country ( the Democratic Republic of Congo, Angola, Burundi, the Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia), unless the Conflict Mineral was processed by a facility listed as compliant pursuant to the Electronic Industry Citizenship Coalition-Global e-Sustainability Initiative Conflict-Free Smelter Program. The Seller commits to have in place supply chain policies and processes to undertake: (1) a reasonable inquiry into the country of origin of Conflict Minerals incorporated into Products it provides to the Buyer; (2) due diligence of its supply chain, as necessary, to determine if Conflict Minerals are sourced from the Covered Countries directly or indirectly; (3) the conduct of any risk assessment and mitigation actions necessary to implement these country of origin inquiry and due diligence procedures, providing to the Buyer upon request, the results on the industry standard Conflict Minerals Reporting Template (“CMRT”); and, (4) timely disclosure to the Buyer regarding Conflict Minerals, using the CMRT, on all its Purchase Orders/Subcontracts for products containing Conflict Minerals. This also applies to any other minerals within the Dodd-Frank Act.
   4. RoHS and REACH. The Seller hereby confirms it has reviewed and is familiar with the requirements of a) Directive 2011/65/EU of the European Parliament and of the Council of the European Union ("EU") on the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS), b) EU legislation No. 1907/2006 (“REACH”), and c) California Proposition 65, all concerning chemicals dangerous to human health and the environment, and that Products to be supplied to the Buyer will be in accordance with RoHS, REACH, and California Proposition 65 (ref para 1.1)
   5. Human Trafficking and Slavery. The Seller will at all times comply with and the Seller hereby represents that it does comply with all applicable United Nations and national laws, statutes, ordinances, rules, regulations, orders, and other requirements, regarding child labor, slavery and/or human trafficking.
   6. Flow Down Clauses. If the Products are to be incorporated in a Buyer product to be sold, directly or indirectly, to the United States Government, then the Buyer will so advise the Supplier and the clauses set forth in the Commercial Items Clause (FAR 52.244-6) are deemed to be included in these Terms by reference
2. Right of Access. Buyer, its customers, and/or regulatory authorities shall be allowed right of access to visit the Seller's facilities to monitor the items being manufactured/processed for Buyer to determine and verify the quality of work, records, material(s), compliance with applicable international standards (including, but not limited to ISO, AS, TS, etc.), and compliance with laws and regulations set forth by any government agency with applicable jurisdiction. Buyer will provide advanced notification of such visits, whenever possible, to avoid disruption of planned schedules.
3. Purchase Order Acknowledgement. Seller shall send the Buyer an Order Acknowledgement within three business days of Purchase Order receipt.
4. Delivery and Acceptance. All goods shall be shipped at Buyer's expense, either to Buyer's place of business or to such other location designated in the Purchase Order. All goods not meeting the original acknowledged due date (unless changed at the request of Buyer) shall be shipped expedited at Seller's expense. The Buyer considers a delivery on time if the arrives on the acknowledged due date or up to three days prior. Risk of loss shall pass to Buyer upon Buyer’s acceptance of the goods. Buyer shall have a reasonable time to inspect the goods before accepting or rejecting them. Defective or nonconforming goods will constitute a breach of contract and may be rejected by Buyer. Buyer will notify Seller of any nonconforming or defective goods and Seller shall either inspect the goods within three (3) business days or replace them at Seller’s expense. Buyer may then pursue any available legal or equitable remedies for nonconforming or defective goods. Buyer may also elect to accept any defective or nonconforming goods and shall be entitled to money damages constituting the difference in value between the goods received and those specified in the Purchase Order. All deliveries by Seller shall include a packing slip, with title to pass to Buyer upon Buyer's acceptance of the goods.
5. Shipment Dates and Notifications. Any and all of Buyer’s purchase orders can be pushed back for shipment/delivery upon 30 days written notice to Seller. Seller shall not send any shipments to Buyer without sending a written shipment notification.
6. Pricing. If Seller’s prices are different than those stated on the Buyer’s purchase order, Seller’s prices are subject to approval by the Buyer prior to shipment. If approval is not received by the Seller within reasonable amount of time, Buyer should be contacted by telephone so as not to delay shipment.
7. Shipping Tolerance & Warranty. Seller is responsible for maintaining a 0% tolerance for materials purchased by the Buyer that are considered standard componentry and a -5% tolerance for ‘custom’ componentry. The Buyer reserves the right to reject shipment or return any unauthorized, incomplete, or partial shipments without charge or cost to the Buyer. Seller warrants that all goods conform to the requirements of Buyer, are of good material and workmanship and free from defects. Seller's warranty shall be for the period specified on the face of the Purchase Order. If no such period or schedule is set forth upon the Purchase Order, the warranty shall be effective for a period of one (1) year from the date of acceptance of goods by Buyer. If any of the goods furnished under this contract are nonconforming or defective in any manner, Seller agrees to replace or correct defects in any Goods not conforming without expense to Buyer when notified of such non-conformity by Buyer. Unless otherwise specified on the Purchase Order, the Seller shall ship to the following guidelines:
   
   This will serve as routing/logistics instructions when shipping your product to PBC LINEAR. These terms and conditions cannot be altered, changed, or deviated from without written consent from PBC LINEAR. Deviations without prior approval from the PBC LINEAR Buyer or authorized personwill result in the issuance of chargeback.
   1. Small Package Purchase Orders
      All shipments to be sent ground service unless authorized by PBC LINEAR or authorized person.
      For shipments weighing up to 80 lbs. with a MAX Length of 97 inches.
      UPS Ground Collect Account #: Contact your PBC Linear representative.
      All shipments that exceed 80 lbs or exceed 97 inches must be shipped LTL.
   2. Less-than-Truckload (LTL)
      PBC LINEAR preferred LTL carrier is OLD DOMINON Collect.
      Vendor/shipper, please call your local OLD DOMINON service center to arrange pick up.
      The shipping requirements for LTL shipments weighing 10,000 pounds or more and/or taking up more than 12 pallet floor spaces “turned” (if no overhang on pallet) in a trailer, always need to be verified with the prior approval from the PBC LINEAR Buyer or authorized person regardless of the routing noted on the purchase order.
   3. International Shipment Small Package
      For shipments weighing up to 80 lbs with a MAX Length of 97 inches use our UPS Collect Account number. Contact Buyer for number.
      If UPS is not applicable, please use Buyer’s DHL Account. Prior authorization will be necessary and contact Buyer for account number.
   4. Air Shipments (Collect only)
      All collect air shipments must be authorized and arranged from the PBC LINEAR Buyer or authorized person.
      Any unauthorized shipments will be charged back to the vendor along with any handling cost.
   5. Shipping / Arrival Dates
      Collect shipments – Requested ship dates must be met.
      Prepaid shipments – Requested arrival dates must be met.
      PBC LINEAR Buyer or authorized person should be advised of any deviations.
      The vendor will be charged any additional freight charges incurred as a result of not adhering to the shipping/arrival dates.
8. Termination. Buyer may terminate the Purchase Order at any time with or without cause, by giving written notice to Seller. In the event of such termination, Buyer shall pay to Seller the costs and expenses incurred by Seller in performing its obligations under the Purchase Order, prior to the date of the termination of the Purchase Order, which may include the cost of any necessary materials and components purchased by Seller to perform its obligations pursuant to the Purchase Order. The payment of such sum by Buyer shall be Seller's sole and exclusive remedy for Buyer's termination of the Purchase Order.
9. Quality Assurance. The Seller shall implement a system to ensure the quality of all goods delivered to Buyer pursuant to the Purchase Order which shall include, but not limited to, the following provisions:
   1. Goods covered by the Purchase Order, and systems or special processes used to generate the goods, are subject to evaluation and verification inspection by Buyer's representatives to determine their effectiveness in supporting quality requirements.
   2. A Seller Certificate of Compliance ("C of C"), with authorized signatures, must accompany each shipment of goods by Seller to Buyer and at no charge to the Buyer. Each C of C must indicate (i) the Purchase Order number, (ii) the Purchase Order part number, (iii) the Purchase Order serial number (if applicable), (iv) the total quantity of goods shipped, and (v) that the goods conform to the terms of the Purchase.
   3. A Manufacturer's Material Certification ("Mat Cert"), with authorized signatures, must accompany each shipment of goods by Seller to Buyer and at no charge to the Buyer. Each Mat Cert must include (i) a description of the composition of the goods, (ii) precise specifications of the goods, (iii) applicable test results, (iv) relevant analysis, and (v) the mechanical properties of the goods.
   4. Records of inspections and tests of goods sold to Buyer must be maintained on file by the Seller for a period of ten (10) years. When requested, any records shall be delivered to Buyer within three (3) days.
   5. Seller must notify Buyer and receive Buyer’s approval before shipping goods that do not conform to the specifications within the Purchase Order.
10. Safety. If the goods and materials supplied hereunder or any services performed hereunder involve any risk of injury or death to persons or damage to property, Seller shall provide Buyer with a written description of the nature and extent of such risk, including a description of any precautions which should be taken to minimize the risk. Seller warrants that any chemical substances supplied hereunder are included in the list of chemical substances compiled and published by the Environmental Protection Agency pursuant to the inventory reporting regulations of the Toxic Substances Control Act and other applicable laws and regulations. Further, Seller represents that such substances have been properly handled under federal, state, or local law.
11. Equal Employment Opportunity. Buyer is fully committed to equal employment opportunity consistent with the objectives set forth by federal, state, and local statutes. Buyer has provided, and will continue to provide, equal opportunity to all applicants and associates without regard to race, color, religion, sex, national origin, disability, or veteran status in recruitment, hiring, placement, training, advancement, compensation, transfer, termination, and any and all other conditions and privileges of employment.
12. Indemnification. Seller shall indemnify and hold Buyer, its officers, agents, employees, and representatives harmless from any and all claims arising from the purchase, use, or sale of goods hereunder, from any breach or default on the part of Seller under the Purchase Order, from any act of negligence of Seller or its officers, agents, employees, or representatives and from any related costs, attorneys' fees, expenses, or liabilities incurred by Buyer related to such breach or default.
13. Liability. Seller agrees that the relationship established by the Purchase Order does not create a partnership or joint venture. No liability or obligation of Seller, its agents, representatives, officers or employees shall attach to Buyer. Buyer shall not be liable for any incidental, consequential, special, or indirect damages due to any breach or default of the Purchase Order.
14. Remedies. In the event that Seller is in default or otherwise breaches the Purchase Order, Buyer shall have all rights available at law or equity and shall be entitled to recover its costs and expenses incurred in enforcing the Purchase Order, including, without limitation, its attorneys' fees.  Any action in regard hereto or arising out of the terms and conditions hereof shall be instituted and litigated in the courts of the State of Illinois and no other. In accordance herewith, the undersigned hereby submits to the jurisdiction and venue of the courts within the county of Winnebago, State of Illinois. Buyer and seller hereby waive the right to a jury trial in any action, proceeding or counterclaim arising out of the purchase order, this agreement or the transaction described therein.
15. Unforeseen Circumstances and Force Majeure. All orders are subject to cancellation by Buyer without liability in the event of any material adverse change in the cost or availability of materials or other unforeseen circumstances. Neither party shall be liable for any delay or failure to perform due to causes beyond reasonable control, including but not limited to, any acts of God, war, fires, floods, accidents, labor disputes, or governmental actions.
16. Entire Agreement. This Agreement is intended by the parties as a final expression of the terms and conditions of the Purchase Order. No representations, understandings, or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein. This Agreement can only be modified in a writing signed by both parties. No previous course of dealing between the parties or trade usage may be used to interpret, limit, or otherwise impair the operation of this Agreement.
17. Waiver. Buyer shall not be deemed to have waived any rights under this Agreement or the Purchase Order unless such waiver is given in writing and signed by Buyer. No delay or omission on the part of Buyer in exercising any right shall operate as a waiver of such right or any other right. A waiver by Buyer of a provision of this Agreement or the Purchase Order shall not prejudice or constitute a waiver of Buyer's right otherwise to demand strict compliance with that provision or any other provision of this Agreement or the Purchase Order. Neither prior waiver by Buyer nor any course of dealing between Buyer and Seller, shall constitute a waiver of any of Buyer's rights or of any of Seller's obligations as to any future transactions. Whenever the consent of Buyer is required under this Agreement, the granting of such consent by Buyer in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Buyer.
18. Notices. All notices required to be given under this Agreement or the Purchase Order shall be given in writing and shall be effective when a record has been actually delivered, deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the address shown upon the Purchase Order, received by telecopy or received through the Internet. Notices shall include but not limited to changes in product, process, suppliers, and when required approved by Buyer. Any party may change its address for notices under this Agreement or the Purchase Order by giving formal written notice to the other party, specifying that the purpose of the notice is to change the party's address.