Innovative Handling – Standard Terms and Conditions of Purchase

1. Acceptance of Order

This Order is effective when Supplier accepts this Order either upon (i) Supplier acknowledging the Order, (ii) the 5th day after Supplier’s receipt of the Order if Supplier does not expressly reject the Order, or (iii) Supplier’s beginning performance under the Order. This purchase order (“Order”) may be revoked at any time prior to Innovative Handling’s receipt of written acceptance by Supplier. Innovative Handling expressly limits acceptance of this Order to the terms contained herein and Innovative Handling hereby rejects any different or additional terms contained in any prior written or oral communication or Supplier’s response to this Order. To the extent that this Order might be treated as an acceptance of Supplier’s prior offer, such acceptance is expressly made on condition of assent by Supplier to the terms hereof, and the shipment of the products covered by this Order (“Goods”) or work performed by Supplier (“Services”) shall constitute such assent. In addition to the other terms in this Order, this Order expressly includes all implied warranties and all of Innovative Handling’s remedies set forth at law and in equity. Except where Innovative Handling and Supplier have agreed in writing otherwise, the terms of this Order are the sole and exclusive terms on which Innovative Handling agrees to be bound.

2. Delivery

Time is of the essence in this Order. Innovative Handling may charge Supplier for any loss or damage sustained as a result of Supplier’s failure to deliver Goods or Services in accordance with the Order. Delivery of the Goods and performance of any Services shall be made pursuant to the lead times indicated in this Order, or according to the lead times negotiated between Innovative Handling and Supplier in writing, via the carrier if applicable, and to the place specified on the face hereof or any SOW governed by this PO unless changed by written instructions from Innovative Handling prior to shipment or performance. Supplier shall promptly inform Innovative Handling of any anticipated delay in shipment or performance. Innovative Handling reserves the right to return, shipping charges collect, all Goods received more than three (3) business days in advance of the specified delivery date or after the specified delivery date. If this Order calls for delivery in installments and Supplier fails to deliver an installment on the designated delivery date, Innovative Handling may decline to accept subsequent installments and terminate the balance of this Order.

3. Shipping Instructions

Unless otherwise specified on the face hereof, all Goods shall be packaged by Supplier in suitable containers to permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening, and all boxes and packages must contain packing sheets listing contents. Innovative Handling’s purchase order number, as well as Innovative Handling’s part number(s) if applicable, must appear on all shipping containers, packing sheets, delivery tickets, and bills of lading.

4. Title and Risk of Loss

Unless otherwise specified on this Order, Supplier shall deliver Goods DDP Innovative Handling’s location designated on the face hereof (Incoterms 2020), at which time title and risk of loss on the Goods shall pass to Innovative Handling. If any of the ordered Goods are destroyed or materially damaged prior to the time risk of loss passes to Innovative Handling, Innovative Handling may cancel this Order as to those Goods and require Supplier to promptly deliver substitute equivalent Goods.

5. Price and Payment

The price to be paid by Innovative Handling for the Goods shall be that stated on the face hereof which is firm and may not be changed. Innovative Handling shall pay Supplier according to mutually agreed upon payment terms. Seller shall submit invoices electronically to Seller invoices must list only one Innovative Handling item number and one Innovative Handling purchase order number, unless the invoices are for maintenance, repair and operations items or bin stocking programs. Unless otherwise specified on the face hereof, the price of the Goods includes all shipping charges, taxes, VAT, duties and packaging. Personal property taxes assessable upon the Goods prior to the receipt by Innovative Handling shall be borne by Seller.

6. Inspection

Innovative Handling shall have thirty (30) days from the date of receipt of the Goods for inspection and acceptance testing. Without prejudice to any other rights Innovative Handling may have, any Goods not rejected during that initial 30-day period shall be deemed accepted.

7. Warranties

Supplier warrants to Innovative Handling and its customers that (i) it shall perform all Services hereunder in a competent and professional manner in accordance with the terms of this Order, industry accepted standards and all applicable laws; (ii) the Goods are free of liens, new and unused, perform in accordance with all applicable specifications, including Supplier’s or OEM published specifications; (iii) the Goods are free from defects in materials, workmanship, and design for a period of two (2) years from Innovative Handling’ receipt of such Goods; (iv) the Goods are not counterfeit and do not contain any unlawful or unauthorized reproduction, substitution, or alteration of items that have been mismarked, misidentified, or otherwise misrepresented to be authorized ; and (v) the Goods have not been produced, either by the Supplier, its affiliates, Supplier’s vendors, subcontractors, agents and any other third party at any level using any form of convict, indentured, or forced labor, and do not contain any inputs produced with such labor. For the Goods that may be imported into the United States, Supplier represents and warrants that such Goods do not contain any inputs that could trigger U.S. import restrictions. Supplier shall, and shall ensure that its subcontractors, vendor, agent or any third party complies with Innovative Handling’s Supplier Code of Conduct which can be found here Supplier Code of Conduct. Further, Supplier warrants that it shall take commercially reasonable steps in ensuring that its suppliers, vendor, agent or any third party comply with Innovative Handling’s Supplier Code of Conduct and the RBA (further defined in Section 16 of this Order). Supplier further warrants it has the capability, experience, registrations, licenses, permits, and governmental approvals required to sell the Goods and perform the Services.

8. Items Furnished by Innovative Handling

Unless otherwise specified by Innovative Handling in writing, all designs, concepts or conceptual information, consumables, tools, patterns, drawings, data, plc code, robot programs, materials, and equipment supplied to Supplier or paid for by Innovative Handling shall remain the property of Innovative Handling, shall be used only for making the Goods or performing the Services for Innovative Handling, shall be insured by Supplier at replacement value, and shall be returned to Innovative Handling in good condition upon completion of this Order. Supplier assumes all responsibility for the accuracy of tooling used in the production of the Goods or performance of Services, whether such tooling is fabricated by Supplier or furnished by Innovative Handling.

9. Indemnity

Supplier agrees to indemnify, defend and hold Innovative Handling and its customers harmless from and against any and all claims, actions, losses, expenses, damages, penalties, fines, liabilities and settlements arising from any actual, alleged or threatened third-party claims relating to (a) any infringement, counterfeit, misappropriation or violation on the part of Supplier’s Goods or Services of any third party’s patent, copyright, trade secret, mask work, trademark, trademark rights or any other intellectual property right, (b) personal injury or property damage caused by the Goods or Services, (c) defects in the Goods or Services which amount to a breach of Supplier’s warranties; (d) breach of Compliance and Laws section or (e) as a result of any negligent or reckless act or willful misconduct of the Supplier; (f) any claim by or on behalf of Supplier’s subcontractors, third party suppliers, employees, or agents.

10. Changes

Innovative Handling may, by purchase order amendment issued to Supplier, change (a) the method of shipment or packing, (b) the drawings, designs, or specifications, (c) the place of delivery, or (d) the shipment date. Supplier shall promptly inform Innovative Handling of any modifications to the delivery schedule necessitated by the changes. If any Goods are designated non-cancelable/non-returnable (“NCNR”), Innovative Handling may reschedule the delivery of any NCNR Goods at any time up to the time of shipment for a period of up to ninety (90) days beyond the delivery date, and Innovative Handling shall not have any liability for any costs associated with such rescheduling. Within three (3) days from receipt of a purchase order amendment, Supplier shall notify Innovative Handling in writing of any increase or decrease in the cost of performance caused by a purchase order amendment and provide supporting documentation. Innovative Handling shall make an equitable adjustment in the Order to reflect valid cost variances due to the changes requested by Innovative Handling. Supplier shall advise Innovative Handling in writing of any foreseeable part shortages and shall advise Innovative Handling not less than one (1) year in advance of any changes that might affect Supplier’s ability to accept Innovative Handling’ purchase orders.

11. Termination and Remedies

Innovative Handling may terminate this Order in whole or in part at any time by written notice to Supplier, even Orders in which Goods are designated as NCNR. Supplier will thereupon immediately (a) stop work on the cancelled Goods or Services; (b) notify its subcontractors to do likewise; (c) cancel orders for components for the cancelled Goods or Services; (d) return unneeded components for cancelled Goods to their suppliers or divert such components to jobs for other customers; and (e) otherwise mitigate all non-returnable, unneeded components for cancelled Goods or Services. Supplier shall not be entitled to compensation for cancelled Goods. Except for termination due to default or delay of Supplier, Supplier shall be entitled to commercially reasonable compensation for NCNR Goods on hand at the termination date as follows: Innovative Handling will purchase (a) finished Goods at the Order price, (b) work-in-process Goods at a reasonable pro-rata percentage of the finished Goods Order price and (c) custom components for the cancelled Goods, which Supplier properly ordered and was not able to cancel, return, or otherwise mitigate using diligent efforts within ninety (90) days after cancellation, at Supplier’s cost for such custom components. The total compensation paid by Innovative Handling for such cancellation shall not exceed the price on the Order for the cancelled Goods. In the event that Innovative Handling breaches its obligations under this Order, and fails to cure within a commercially reasonable time after receiving written notice of such default, Supplier’s sole and exclusive remedy shall be to receive direct damages for the Goods in question as if such Goods were cancelled, computed in the manner set forth in the fourth sentence of this section. In no event shall Supplier be entitled to indirect, incidental, consequential, special, or punitive damages or loss of profit, for Innovative Handling’s breach of the terms and conditions of this Order, or for any other act or omission occurring as a result of Innovative Handling’s breach of its performance obligations under this Order. Supplier shall not cancel, terminate, or otherwise decommit to an accepted Order.

12. Waiver

No claim or right arising out of the breach of this Order by Supplier can be discharged by a waiver by Innovative Handling unless the waiver is supported by consideration and is in writing signed by Innovative Handling.

13. Assignment

Supplier shall not assign its rights or obligations under this Order without the advance written consent of Innovative Handling. Innovative Handling may assign its rights under this Order to a subsidiary or affiliate upon written notice to Supplier.

14. Confidentiality

Neither party shall, without first obtaining the other’s written permission, advertise, publish, or disclose the terms, details, pricing or specifications of this Order, the amount of revenue generated or to be generated from this Order, nor will either party communicate the fact that Supplier has furnished or has contracted to furnish Innovative Handling with the Goods or Services. Both parties agree to maintain in confidence those materials and information either has designated as being confidential or proprietary information.

15. Compliance with Laws

Supplier shall comply with all applicable laws concerning the materials content and the manufacture and distribution of Goods and performance of Services, and shall ensure that its activities in performance of this Order in connection with this Order shall not cause Innovative Handling to be in violation of any laws and any applicable supply chain security guidelines of the countries in which Innovative Handling conducts business.

16. Dispute Resolution

Any dispute arising out of or relating to this Order shall be settled by binding arbitration under the applicable rules and procedures of the arbitration bodies listed as follows. This clause shall not preclude parties from seeking provisional remedies from a court of appropriate jurisdiction. For any Innovative Handling buying entity incorporated in the Americas, Ohio laws apply, excluding those portions relating to conflicts of laws.

17. Inventions

Supplier acknowledges and agrees that any and all ideas, discoveries, concepts, and improvements, whether patentable or not, made during the performance of this Order shall be solely owned by Innovative Handling. Supplier agrees to cooperate, at Innovative Handling’s expense, in the preparation, filing, and prosecution of patent applications relating to inventions conceived and/or reduced to practice as a result of Innovative Handling’s performance under this Order.