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TERMS AND CONDITIONS TO GLOBAL POWER COMPONENTS PURCHASE ORDER

  1. Complete Agreement and Acceptance: These terms and conditions apply to the sale of any goods covered by Global Powers’ Purchase Order (“PO”). Any additional or different terms or conditions proposed by Seller shall not be effective unless and until the additional or different terms or conditions are accepted by Buyer by written signature or e-mail acknowledgement. The earliest of Seller's acknowledgment of this PO and Seller's shipment of goods under this PO constitutes Seller's acceptance of the provisions herein.

  2. Warranties and Standards: Without limiting the applicability of law, Seller makes those of the following warranties as are appropriate for any goods supplied: (1) the goods shall conform to all specifications, standards, drawings, requirements and quotations communicated by Buyer or as are known by Seller at the time of contracting; (2) the goods shall be free from defects in material and workmanship and design (to the extent not manufactured in accordance with detailed designs of Buyer) and be merchantable; (3) the goods shall be fit for their intended purpose(s) as communicated by Buyer or otherwise as ought to be known by Seller, and Seller acknowledges that Buyer is relying on Seller's skill and judgement to furnish suitable goods, supplied work product; (4) the goods shall be in accordance with good industry standards and applicable law; and (5) the sale, installation and use of any article in the goods will not infringe any intellectual property right. In the event of any default under this provision, Buyer shall provide notice to Seller and Seller shall, at the option of Buyer and at Seller's cost, cure the default by providing or performing replacement or repaired goods and Buyer shall be entitled to all remedies available at law for the default including costs associated with such provision or performance.

  3. Title, Inspection and Acceptance: In respect of goods, and except as otherwise stated in the PO, title and risk of loss passes to Buyer at the place of, and at the time immediately following, delivery or unloading. Neither passing of title nor payment shall constitute acceptance by Buyer. Buyer may inspect the goods at any time, and a failure to inspect within a reasonable period of time shall not be considered acceptance. Buyer may reject the goods or advise of defects. Notwithstanding any other provision, title to and risk of loss to rejected goods is deemed to pass back to Seller at the time of notice of rejection. Seller shall, at the option of Buyer and at Seller's cost repair or replace the good or defects to the reasonable satisfaction of Buyer, and if it fails to do so with diligence Buyer may do so at the cost and expense of Seller.

  4. Remedies and Termination: Buyer may by notice terminate its PO or any order at any time for cause or convenience. In the event of termination for convenience, Buyer shall pay Seller for any direct and reasonable net out-of-pocket expenses incurred arising from the termination not to exceed the PO amount. Except in the case of default in payment terms, Seller may not terminate this PO or any order. In the case of default in payment terms, Seller may on notice terminate this PO or any order, provided Buyer was provided notice of default and did not remedy the payment default within 14 days of the notice. In event of termination or expiry, the terms relating to confidentiality and indemnity shall survive.

  5. Price, Payment, Charges: Price(s) shall, unless otherwise stated, exclude all taxes, freight, duties, carrying and other charges with respect to the sale of goods, and such charges to be recoverable must be separately itemized on the PO, actually incurred by Seller and agreed to in quantum and type by Buyer. If no price is stated, the reasonable estimate of the parties at the date of this PO shall be considered the estimated price.

  6. Changes: Both parties must agree on a proposed change order and the impact and execute a change order form that sets out the points of agreement before the Seller implements the change order, and Buyer will not be liable for payment in excess of the estimated agreed price impact as stated in the change order form.

  7. Delivery Schedule: Time is of the essence in the performance of this PO and all of its covenants and conditions. Shipment and delivery must be effected within the time stated on the face of this PO, and early delivery or shipment requires the prior approval of the Buyer. If shipment or delivery is not made within the time stated, Buyer may cancel this purchase order in whole or in part for cause under the paragraph "Remedies and Termination", without limiting the availability of any remedies stated on the face of this PO or otherwise available at law.

  8. Indemnity: Each party indemnifies the other for all damages and claims, including those of third parties, arising from its performance or non-performance of this PO, whether arising in contract, tort, or other form or legal theory. Seller indemnifies Buyer for any claim of infringement of intellectual property rights arising from the goods.

  9. Other: All documents and information provided from one party to the other hereunder and the terms of this PO are confidential and may not be disclosed except with the consent of the other party. The state law of Wisconsin and federal laws applicable therein shall govern this PO. In the event of conflict or dispute, the parties expressly submit to personal jurisdiction in a court of competent jurisdiction in the State of Wisconsin.

  10. Supplier Code of Conduct: Global Power Components seeks to be a good corporate citizen in our dealings with customers, suppliers, employees and the communities in which we act. In order to ensure alignment across the supply chain, Global Power Components (“GPC”) expects its suppliers to adhere to our core business principles.
    1. Ethical Dealings – Suppliers must not offer gifts or favors to GPC employees in an attempt to inappropriately influence business decisions. All suppliers must conduct their business to a high ethical standard and comply with applicable laws and regulations on bribery, corruption and prohibited business practice.
    2. Health, Safety and Environment – Suppliers will make proper provision for the health, safety and welfare of their employees, visitors and contractors and those in the community who may be affected by their activities. A safe working environment should be provided and appropriate occupational health and safety practice promoted.
    3. Employment Standards
      1. Nondiscrimination: Suppliers will maintain workplaces that are free from discrimination or physical or verbal harassment. The basis for recruitment, hiring, placement, training, compensation and advancement should be qualifications, performance, skills and experience.
      2. Pay and Benefits: At minimum, suppliers will comply with applicable laws and regulations on pay and benefits.
      3. Working Hours: Suppliers are expected to comply with applicable laws and regulations on working hours.
      4. Child and Involuntary Labor: Suppliers must refrain from using any form of child, forced, involuntary or debt bonded labor.
    4. Proprietary Information - Any information our suppliers receive through business dealings with GPC must be kept confidential and never used for personal gain. This includes both commercial and technical information.
  11. If a supplier fails to uphold any aspect of this Code of Conduct, the supplier is expected to implement corrective actions. GPC reserves the right to terminate an agreement with a supplier that cannot demonstrate that it is upholding this Code of Conduct.

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8/26/15 01:033 PM

TERMS AND CONDITIONS TO GLOBAL POWER’S QUOTATION FOB DESTINATION

  1. Complete Agreement and Acceptance: These terms and conditions apply to the sale of any goods covered by Global Powers’ Quotation (“Quotation”). Any additional or different terms or conditions proposed by Buyer shall not be effective unless and until the additional or different terms or conditions are accepted by Seller by written signature or e-mail acknowledgement. Buyer’s issuance of a purchase order (“PO”) constitutes Buyer’s acceptance of the provisions herein. All terms and conditions contained in any PO or other documents from Buyer are hereby expressly rejected. All sales are expressly conditioned upon Buyer’s assent to these terms and conditions.

  2. Warranties and Standards: Seller makes those of the following warranties as are appropriate for any goods supplied: (1) the goods will be produced according to Seller’s standard manufacturing process and (2) at time of delivery, meet either Seller’s standard specifications or Buyer’s specifications, as applicable. Buyer’s sole and exclusive remedy in the event of a breach of warranty is, at Seller’s sole discretion, repair, replacement of, or credit against future purchases for, the non-conforming portion of the product. Seller excludes any warranty or liability arising out of or relating to: (a) accident, theft, misuse or neglect; (b) lack of routine care or maintenance; (c) failure to use or take proper precautions; (d) modification of any product; (e) defects, problems, or failures created by third-party products or their interface with Seller’s products; (f) damage to goods occurring during unloading at Buyer’s destination; and (e) Force Majeure.

    THE ABOVE ARE SELLER’S SOLE AND EXCLUSIVE WARRANTIES AND THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO BUYER. EXCEPT AS OTHERWISE SET FORTH HEREIN, SELLER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF TITLE, AND NON-INFRINGEMENT.

  3. Delivery, Inspection and Title: Unless otherwise stated in writing, all prices, quotes, order acknowledgements, shipments and deliveries are FOB Buyer’s destination identified in the PO (“Destination”). Title and risk of loss pass to Buyer upon arrival of the goods at the Destination, unless within forty-eight (48) hours after arrival, Seller provides written notice to Seller that the goods are non-conforming. Seller shall not be liable for loss of or damage to goods occurring during loading or transit unless Buyer (a) inspects the goods prior to unloading; (b) provides Seller written notice of loss or damage to the goods within forty-eight hours after the goods arrive at the Destination; and (c) preserves evidence of the damaged goods such that Seller may make a claim for damages with the carrier and/or third-party insurer. In procuring freight insurance for the goods, Seller may rely on Buyer’s reasonable declaration of value as to any goods Buyer supplies Seller in conjunction with the goods described in the PO (“Buyer’s Declared Value”). However, in no case shall Seller be liable for any loss of or damage to goods that occur during inspection or unloading. Seller retains a purchase money security interest in the goods until all payments (including deferred payments) are received in full. Upon Seller’s written request, Buyer agrees to do all acts necessary to perfect and maintain such security interest.

  4. Assumption of Risk and Limitation of Liability: Buyer assumes all risk and liability for inspection, unloading, storage, and use of goods. Notwithstanding any term or condition herein, in no event will Seller be liable (a) for indirect damages (including but not limited to, special, incidental and consequential damages, even if Seller has been advised of the possibility of same); or (b) for direct damages in an amount exceeding the invoiced price of the goods Buyer paid to Seller in this Quotation plus the Buyer’s Declared Value. Buyer expressly agrees that this limitation of liability is an allocation of risk constituting part of the consideration supporting sale of the goods.

  5. No Waiver; Modification; Entire Agreement: Seller’s waiver of any breach of these terms and conditions shall not constitute a waiver of any other breach. Seller’s Quotation and these terms and conditions constitute the entire understanding and agreement between Seller and Buyer and may only be modified or amended by a written document signed by one of Seller’s officers.

  6. Other: This Quotation and any resulting contract for the sale of products shall be interpreted and governed by the laws of the State of Wisconsin, without regard to its conflict of law principles. Buyer expressly agrees that any dispute will be resolved by a court of competent jurisdiction in the State of Wisconsin.

10/14/15 10:39 AM

TERMS AND CONDITIONS TO GLOBAL POWER’S QUOTATION FOB SELLER’S FACILITY

  1. Complete Agreement and Acceptance: These terms and conditions apply to the sale of any goods covered by Global Powers’ Quotation (“Quotation”). Any additional or different terms or conditions proposed by Buyer shall not be effective unless and until the additional or different terms or conditions are accepted by Seller by written signature or e-mail acknowledgement. Buyer’s issuance of a purchase order (“PO”) constitutes Buyer’s acceptance of the provisions herein. All terms and conditions contained in any PO or other documents from Buyer are hereby expressly rejected. All sales are expressly conditioned upon Buyer’s assent to these terms and conditions.

  2. Warranties and Standards: Seller makes those of the following warranties as are appropriate for any goods supplied: (1) the goods will be produced according to Seller’s standard manufacturing process and (2) at time of delivery, meet either Seller’s standard specifications or Buyer’s specifications, as applicable. Buyer’s sole and exclusive remedy in the event of a breach of warranty is, at Seller’s sole discretion, repair, replacement of, or credit against future purchases for, the non-conforming portion of the product. Seller excludes any warranty or liability arising out of or relating to: (a) accident, theft, misuse or neglect; (b) lack of routine care or maintenance; (c) failure to use or take proper precautions; (d) modification of any product; (e) defects, problems, or failures created by third-party products or their interface with Seller’s products; (f) damage to goods occurring during loading at Seller’s facility or during transit to Buyer’s destination; and (e) Force Majeure.

    THE ABOVE ARE SELLER’S SOLE AND EXCLUSIVE WARRANTIES AND THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO BUYER. EXCEPT AS OTHERWISE SET FORTH HEREIN, SELLER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF TITLE, AND NON-INFRINGEMENT.

  3. Delivery and Title: Unless otherwise stated in writing, all prices, quotes, order acknowledgements, shipments and deliveries are FOB Seller’s facility and title and risk of loss passes to Buyer upon loading. Seller shall not be liable for any loss of or damage to product during loading or while in transit even if in excess of freight insurance limits. Buyer is responsible for all costs of loading and transportation from Seller’s facility including carrier freight insurance covering the goods while in transit and any third-party cargo insurance buyer may purchase. Seller retains a purchase money security interest in the product until all payments (including deferred payments) are received in full. Upon Seller’s written request, Buyer agrees to do all acts necessary to perfect and maintain such security interest.

  4. Assumption of Risk and Limitation of Liability: Buyer assumes all risk and liability for transportation, receipt, storage, and use of products. In no event will Seller be liable (a) for indirect damages (including but not limited to, special, incidental and consequential damages, even if Seller has been advised of the possibility of same); or (b) in an amount exceeding the invoiced price of the products Buyer paid to Seller in this Quotation. Buyer expressly agrees that the above limitation of liability is an allocation of risk constituting part of the consideration supporting sale of the products.

  5. No Waiver; Modification; Entire Agreement: Seller’s waiver of any breach of these terms and conditions shall not constitute a waiver of any other breach. Seller’s Quotation and these terms and conditions constitute the entire understanding and agreement between Seller and Buyer and may only be modified or amended by a written document signed by one of Seller’s officers.

  6. Other: This Quotation and any resulting contract for the sale of products shall be interpreted and governed by the laws of the State of Wisconsin, without regard to its conflict of law principles. Buyer expressly agrees that any dispute will be resolved by a court of competent jurisdiction in the State of Wisconsin.

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10/13/15 5:00 PM

Our Address:
6682 W. Greenfield Ave. #102
West Allis, WI, USA 53214
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Ph: (414) 475-3000
Fax: (414) 475-3441
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About The Area

West Allis is just West of the great city of Milwaukee which means Global Power Components has access to all the major highways. West Allis is home to hundreds of local businesses that have been around for many decades. Business Week Magazine named West Allis as a runner-up in the "Best Places to Raise Your Kids - 2010" and Forbes Magazine named Milwaukee-West Allis-Waukesha the second safest metro region by Forbes Magazine in October, 2009