Wal-Tek Industries Purchasing and Ordering Terms and Conditions

Purchase Order Clauses:

NONCONFORMANCES

1. Supplier notification is required in cases of nonconforming product, including arrangements for Wal-Tek Industries approval of supplier nonconforming material. If a corrective action request is initiated from Wal-Tek Industries the vendor/supplier has 1 week to respond with a disposition plan. Furthermore, Wal-Tek Industries reserves the right to approve or disapprove a vendor/supplier’s planned corrective action, the right to verify, either at Wal-Tek Industries or any vendor/supplier facility, conformance or nonconformance of any material.

2. Vendor may be responsible for up to 3X the cost of the service provided in the event of a nonconformance.

3. It is the supplier’s responsibility to protect any material from rusting while being processed. No rust is allowed on parts.

4. Right of Entry shall be granted to Wal-Tek Industries, its customers, and regulatory authorities, to all facilities involved with the order and to all applicable records, for the purpose of monitoring product quality. In the event of a nonconformance Wal-Tek Industries reserves the right to an on-site audit of the vendor/supplier process.

PO CHANGES

5. Supplier notification is required for changes in product and/or process definition including, where required, per Wal-Tek Industries approval. Any inconsistencies or ambiguities pertaining to the technical requirements with this PO must be brought to Wal-Tek’s attention immediately.

6. If Wal-Tek decides to change the PO, contact will be made with the vendor first and then a revised PO will be sent to the supplier/vendor within 24 hrs.

7. The supplier will flow down to sub tier suppliers all applicable requirements in the purchasing documents, including key characteristics.

8. Certification(s) of Compliance to all applicable specifications, if requested by Wal-Tek Industries, must be provided.

9. Records resulting from the processing of this order shall be retained for a minimum of seven (7) years after completion of Wal-Tek Industries’ customer’s contract, or as otherwise required by that customer. Wal-Tek reserves the right to destroy all physical and digital records related to the contract.

10. Supplier is responsible for Lost or Damaged Product per contract requirements. Any damages resulting from poor packaging from the vendor/supplier will be rejected at Wal-Tek Industries discretion.

11. AS9100/ISO 9001 Quality Management System or equivalent preferred.

12. Prevent the use of counterfeit parts (see 8.1.4 of the AS9100D / ISO 9001:2015 Standard)

13. Ensure that persons / employees are aware of:

• their contribution to product or service conformity
• their contribution to product safety, and
• the importance of ethical behavior. Note that Wal-Tek Industries employees are unable to accept any gifts in excess of $50.

14. From time to time, Wal-Tek Industries may be a federal government subcontractor. As a Wal-Tek vendor, you may be also considered a federal subcontractor and may be required to comply with the following Equal Opportunity clauses, unless exempt: 41 CFR Section 60-1.4(a), 41 CFR Section 60-250.5(a), 41 CFR Section 60-300.5(a), and 41 CFR Section 60-741.5(a).

15. Wal-Tek Industries reserves the right to terminate all or any part of any order at any time while paying a reasonable cancellation fee based on a percentage of work already completed before the termination. Wal-Tek Industries also maintains the right to obtain any documentation needed for assessing cancellation fees and/or the progress of completion upon request. Neither party may be liable for any delay or failure to perform if it is a result of unforeseeable circumstances.
16. Wal-Tek Industries reserves the right to update or change our terms and conditions at will and without prior notice. Any affected, active purchase orders will be notified of any update.

Sales Order Clauses:

STANDARD MANUFACTURING TERMS

ALL SALES ORDERS MUST BE SENT TO SALES@WALTEKINDUSTRIES.COM

ACCEPTING A QUOTE FOR THE MANUFACTURING OF A PART CONSTITUTES THE ACCEPTANCE OF THE MANUFACTURING AGREEMENT BY THE PURCHASER WITH Wal-tek Industries, INC.

The following terms are the “Manufacturing Agreement” and apply between Wal-tek Industries, Inc. and a Purchaser with respect to any Sales Order in the absence of Custom Manufacturing Terms.

A. Shipment Estimates. Quotes will contain an estimated date of shipment, calculated on the basis of the input data. The term of delivery generated by the online ordering system gives a preliminary indication of planned date of shipment though does not bind Wal-tek Industries, Inc. in any way. The estimated shipment date is based on the working conditions applicable at the time the Order is concluded and on the punctual delivery of the materials ordered by Wal-tek Industries, Inc. for the performance of the work. Should a delay rise for which Wal-tek Industries, Inc. is not responsible, as a result of a change in the aforementioned working conditions or because materials ordered in time for the performance of the work are not delivered on time, the shipment date shall be extended as required and Wal-tek Industries, Inc. will not liable for such delay.

B. Risk of Loss. Unless otherwise agreed, all sales of Parts shall be ex-works (Incoterms 2000). In the event that Purchaser requires delivery of the Parts otherwise than ex-works, Purchaser must contact Wal-tek Industries, Inc. in order to detail its requirements. Wal-tek Industries, Inc., in its discretion, shall arrange the delivery requirements, including, without limitation, transport insurance, the mode of transport and any special packaging requirements. Wal-tek Industries, Inc. reserves the right to vary the mode of transport if any regulations or other relevant considerations so require. All costs, taxes, duties and charges related to fulfilling any of Purchaser’s requests under this provision shall be paid by Purchaser, unless otherwise agreed by both parties.

C. Limited Warranty; Remedy. Wal-tek Industries, Inc. represents and warrants to the Purchaser (and not to any third party) that for a period of ten (10) business days following the delivery of the Part (the “Warranty Period”), that the Part shall conform to the Specifications for such Part Wal-tek Industries, Inc.’s entire liability and Purchaser’s exclusive remedies under this warranty shall be as follows: In the event Purchaser notifies Fabricator during the Warranty Period that the Part fails to comply with the applicable Specifications in all material respects, Wal-tek Industries, Inc. will, as Purchaser’s sole and exclusive remedy, at Wal-tek Industries, Inc.’s option either : (1) provide Purchaser a replacement Part that confirms to the Specifications or (2) refund the amount paid by Purchaser for the affected Part in exchange for the return of the non-conforming Parts at Fabricator’s sole cost and expense. No returns will be accepted by Wal-tek Industries, Inc. unless the Purchaser has notified Wal-tek Industries, Inc. within the Warranty Period. If Purchaser fails to contact Wal-tek Industries, Inc. within the Warranty Period, Wal-tek Industries, Inc. shall have no further obligations with respect to such Part.

D. AS IS; DISCLAIMER. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED HEREIN, THE PARTS PROVIDED UNDER STANDARD MANUFACTURING TERMS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. WAL-TEK INDUSTRIES, INC. EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND RELATING TO THE PARTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PURCHASER FROM WAL-TEK INDUSTRIES, INC. OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL PURCHASERS.

E. Indemnification. Purchaser agrees to indemnify and hold harmless Wal-tek Industries, Inc.and its officers, directors, shareholders, agents, licensees, employees, successors and assigns, from and against any and all damages, liabilities, awards, losses, costs and expenses including, without limitation, reasonable attorneys’ fees and court costs: (i) arising out of any breach by Purchaser of any undertaking, warranty, representation or agreement contained herein; (ii) arising out of a claim that a Part manufactured by the Wal-tek Industries, Inc. pursuant to an order hereunder violates any law, regulation or ordinance; (iii) arising out of a claim with respect to the Part (whether arising out of product liability, strict liability, negligence or otherwise), including claims related to any injury, death or damage to any person or property caused by the Part; or (iv) arising out of any claim that any Specification, or Part made in compliance with the Specification, or the manufacturing of the Part, infringes upon or violates any patent, trade secret, copyright, trademark, service mark, right of publicity or other right of any third party.

F. Disclaimer of Certain Damages. WAL-TEK INDUSTRIES, INC. SHALL NOT IN ANY EVENT BE LIABLE TO PURCHASER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES OR FOR LOSS OF INCOME, BARGAIN, REVENUE, CONTRACTS, GOODWILL, USE, ENJOYMENT, TIME, DATA, OR ELECTRONICALLY TRANSMITTED ORDERS OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE, WHETHER OR NOT WAL-TEK INDUSTRIES, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (1) THE PARTS, OR THE FAILURE TO PROVIDE THE PARTS IN COMPLIANCE WITH THE STANDARD MANUFACTURING TERMS; (2) THESE STANDARD MANUFACTURING TERMS; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, PARTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED UNDER THE STANDARD MANUFACTURING TERMS; OR (4) ANY OTHER MATTER RELATED TO THE PARTS OR STANDARD MANUFACTURING TERMS, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

G. Cap on Liability. UNDER NO CIRCUMSTANCES WILL WAL-TEK INDUSTRIES, INC. BE LIABLE TO PURCHASER FOR MORE THAN THE GREATER OF (I) THE AMOUNT PAID BY PURCHASER DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER, OR (II) ONE HUNDRED DOLLARS ($100). CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO PURCHASER, SOME OR ALL OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO PURCHASER, AND PURCHASER MIGHT HAVE ADDITIONAL RIGHTS.