Effective Date: September 10, 2026
Panduit Terms and Conditions of Purchase
Except as otherwise agreed in a written supply agreement signed by both parties, these Terms and Conditions of Purchase (the “Terms of Purchase”) will govern each purchase order issued by the applicable Panduit entity, whether Panduit Corp. or one of its affiliates (each “Panduit”). These Terms of Purchase, together with each purchase order issued hereunder, constitute the “Agreement” between Panduit and the entity receiving the applicable purchase order (“Supplier”) with respect to the Products and Services identified on such purchase order. No additions or modifications to the Agreement will be binding on Panduit unless agreed to in writing and signed by an authorized representative of Panduit.
Panduit specifically rejects all pre-printed, non-negotiated terms in Supplier’s quotation, proposal, purchase order acknowledgement, standard terms and conditions of sale, or similar documents that are additional to, different from, or inconsistent with these Terms of Purchase. All such proposed terms will not operate as a rejection of Panduit’s purchase order but are deemed a proposed material alteration, and the purchase order will be deemed accepted by Supplier without such additional, different, or inconsistent terms. Any performance by Supplier pursuant to a purchase order, including manufacture or shipment of Products or commencement of Services, shall be deemed an acceptance solely upon these Terms of Purchase. If a purchase order is deemed under applicable law to be an acceptance of a prior offer by Supplier, such acceptance is limited to and expressly conditioned on Supplier’s assent to these Terms of Purchase. Panduit’s failure to object to any term or condition in any communication from Supplier will not be construed as an agreement with such terms and conditions.
These Terms of Purchase are in effect as of the Effective Date set forth above and may be updated by Panduit from time to time; provided that any such updates shall apply only to purchase orders issued after the date of the updated Terms of Purchase and shall not modify the terms of any previously accepted purchase order.
1. Purchase Orders, Price, and Payment Terms.
1.1. Supplier agrees to supply Panduit with the products and services at the prices set forth on the purchase order (the “Products” and “Services”), and Panduit will not be liable to Supplier for any charges other than those specified on Panduit’s purchase order. Any price revisions must be mutually agreed by the parties and documented in a revised purchase order.
1.2. Except as otherwise agreed to by the parties in writing, all prices include, and Supplier is solely responsible for, all costs and expenses relating to packing, crating, boxing, and any other similar financial contributions or obligations relating to the production, manufacture, and sale of the Products and/or Services.
1.3. Supplier agrees to send a purchase order confirmation via return email or via ORACLE iSupplier Portal within one (1) business day after receipt of Panduit’s purchase order. If Supplier fails to issue a confirmation within the time set forth in the first sentence of this Section 1.3 or otherwise commences performance under such purchase order, Supplier will be deemed to have accepted the purchase order. Supplier may reject a purchase order only if the purchase order's price, quantity, delivery date, or shipment terms are materially inconsistent with Supplier’s quote referenced in the purchase order; provided that any such rejection must be in writing, specify the inconsistency, and be delivered within the confirmation period set forth above. For the avoidance of doubt, Supplier’s right to reject under this Section 1.3 does not extend to any of Supplier's pre-printed or standard terms and conditions, which are governed exclusively by the second paragraph of these Terms of Purchase.
1.4. The Parties agree that Supplier will issue invoices upon Product shipment or Services completion. Panduit will pay invoices net 90 days from receipt of invoice, provided that such Products have been received at Panduit’s facility and Services have been rendered. All amounts due from Panduit to Supplier are net of any indebtedness of Supplier to Panduit. Panduit reserves the right to set off any amounts due to Panduit by Supplier under the Agreement from any and all outstanding future invoices.
1.5. Each invoice shall reference the purchase order number, line number (where applicable), release number (where applicable), item number, a description of the Products or Services, line-item prices, quantities, and extended totals. Should the purchase order contain more than one item, Supplier’s invoice will make the proper reference. All invoices shall comply with the requirements of each relevant taxing authority and shall contain data and registration numbers that will enable Panduit to obtain appropriate credit for any taxes charged.
1.6. The Parties agree that all payments made by Panduit to Supplier will be made via ACH (direct deposit) or electronic payment equivalent.
2. Specifications, Panduit IP, and Custom Work.
2.1. Supplier represents and warrants that all of the Products, including packaging, purchased under the Agreement will meet the specifications set forth in the purchase order (the “Specifications”).
2.2. If the Products or Specifications incorporate Panduit-provided designs or Panduit intellectual property (registered or unregistered) relating to patents, trademarks, tradenames, logos, copyrights, trade secrets, or other industrial property rights (“Panduit IP”), Panduit retains exclusive ownership of the Panduit IP and Supplier may not use any Panduit IP other than to produce and supply the Products to Panduit.
2.3. If Panduit pays Supplier for professional services to design custom features or functionality related to the Products (“Custom Work”), then the details related to such Custom Work and fees must be set forth on a mutually agreed to Statement of Work or Quote. Except as otherwise agreed to by the parties in writing, all copyrights, patents, trade secrets, or other intellectual property rights associated with Custom Work shall be the exclusive property of Panduit and shall become Panduit IP for the purposes of the Agreement, and shall, to the extent possible, be considered a work made for hire for Panduit within the meaning of Title 17 of the United States Code. Supplier automatically assigns, transfers and conveys, and shall cause Supplier’s personnel to automatically assign, transfer and convey to Panduit, at the time of creation of the work product related to Custom Work, without any requirement of further consideration, any rights, title, or interest Supplier or Supplier’s personnel may have in the work product related to Custom Work, including any copyrights or intellectual property rights pertaining thereto. Upon request of Panduit, Supplier shall take such further actions, and shall cause Supplier’s personnel to take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment. If no legally recognized intellectual property rights can be transferred by Supplier to Panduit in the Custom Work, then in any case, such Custom Work will be for the exclusive benefit of Panduit, and Supplier may not use the Custom Work for its own benefit, or produce, sell, or license such Custom Work to any other buyer. If Supplier agrees to manufacture and sell Custom Work to Panduit as a standalone part number or as incorporated into another part number, such Custom Work shall be considered a “Product” for purposes of the Agreement.
2.4. Supplier grants Panduit the right to use, copy, distribute, display, modify, create derivative works and permit others to use any marketing collateral and training documents related to the Products, including but not limited to specification sheets, sales enablement literature, and Product user and training guides which are provided by Supplier to Panduit (“Marketing Collateral”) for the purpose of Panduit’s promotion, sale, and use of the Products, in any manner or in any medium anywhere in the world.
2.5. Supplier shall not subcontract any of its obligations under a purchase order without the prior written consent of Panduit, which shall not be unreasonably withheld. Supplier shall ensure that any approved subcontractor is bound by obligations substantially similar to those imposed on Supplier under the Agreement, including Sections 5 (Product and Services Warranties), 10 (Indemnification), 13 (Compliance with Law), 14 (Export Compliance and Supply Chain Security), and 19.1 (Confidentiality). Supplier shall remain fully responsible for the performance of any approved subcontractor.
3. Shipment Terms, Risk of Loss, and Title.
3.1. Supplier agrees to the following shipment terms, unless otherwise set forth on an accepted purchase order: (a) shipments originating in the continental USA for delivery in the continental USA are FCA, Supplier’s facility and (b) shipments originating outside of the continental USA for delivery anywhere in the world are EXW, Supplier’s facility (INCOTERMS 2020). Risk of loss transfers per the applicable shipment terms. Title to Products passes to Panduit at the same time as risk of loss.
3.2. Supplier agrees to ship to the delivery location set forth on the purchase order and to follow the inbound routing instructions set forth on the purchase order.
4.1. Supplier shall provide Product in accordance with mutually agreed to Lead Times set forth on the purchase order. “Lead Time” means the period of time from Supplier’s purchase order acceptance to Delivery Date.
4.2. Supplier will deliver the Products and services on the date and at the place indicated on the accepted purchase order (the “Delivery Date”). Panduit shall have the right, at no additional charge, to postpone the Delivery Date for a period of up to thirty (30) days.
4.3. If delivery of the Products or services does not meet the Delivery Date, Panduit shall have the option to (a) agree to a new Delivery Date with Supplier, provided that Panduit shall be entitled to a credit against the outstanding fees payable to Supplier equal to two percent (2%) of the total fees payable for the delayed Products or Services per full week of delay starting from the original Delivery Date until the Products or Services are actually delivered; (b) cancel some or all of the delayed Products or Services, and obtain similar goods or services from an alternate Supplier and recoup from Supplier the marginal additional costs incurred by Panduit for similar goods and services; and/or (c) expedite delivery (including use of exclusive-use van or air freight at Supplier’s expense, such expenses may also include airport fees and storage costs). The Parties agree that the credits set forth in this Section 4.3 represent a reasonable estimate of Panduit’s actual damages and are not a penalty. The remedies set forth in this Section 4.3 are not exclusive and Panduit reserves all rights and remedies under the Agreement, equity and the law for Supplier’s breach of Section 4.2.
4.4. Except as otherwise agreed to by the Parties in writing, all purchase orders are to ship complete and Panduit reserves the right to reject any overages, back orders, or partial shipment received.
4.5. Panduit shall have the right, by written change order to Supplier, to make changes to an accepted purchase order with respect to Specifications, quantities, delivery dates, and methods of packaging. If Supplier believes that a requested change affects the price or delivery schedule, Supplier shall notify Panduit in writing with supporting documentation within five (5) business days after receipt of Panduit's change order. Panduit and Supplier shall mutually agree in writing on any adjustments in price, delivery date, or schedule resulting from the requested change. Supplier's claim for an adjustment will be deemed waived unless asserted within the five (5) business day period set forth above. Supplier shall not stop performance of any unaffected portion of the purchase order while changes are being negotiated.
5. Product and Services Warranties.
5.1. Supplier represents and warrants for eighteen (18) months from Product receipt at Panduit’s facility that the Products shall:
5.1.1. conform in all material respects to the Specifications;
5.1.2. be merchantable and free from defects, latent or otherwise, in design, materials, and workmanship;
5.1.3. be fit and sufficient for the particular purpose intended by Panduit, of which Supplier is aware;
5.1.4. not infringe upon, violate or misappropriate the intellectual property rights of any third party; and
5.1.5. be new and conveyed by Supplier to Panduit with good title, free and clear of all encumbrances.
5.2. Supplier represents and warrants that any Services performed under a purchase order shall:
5.2.1. be performed by personnel of the required skill, experience, licenses, and qualifications in accordance with generally recognized industry standards;
5.2.2. be performed in a timely, workmanlike, and professional manner;
5.2.3. conform in all material respects to the specifications, standards, drawings, quality requirements, and performance requirements set forth in the applicable Statement of Work or quote, as applicable; and
5.2.4. not infringe upon, violate or misappropriate the intellectual property rights of any third party.
5.3. Panduit will notify Supplier of Defective Products by initiating a Corrective Action Request (“CAR”) by sending Supplier Form No. C2-0428. “Defective Products” are Products that do not conform to the Product representations and warranties set forth in Section 5.1 above. Supplier shall respond to the CAR in accordance with the procedures and timelines set forth therein.
5.4. Upon such notice to Supplier of Defective Products, Supplier will, at Panduit’s sole discretion, refund or credit Panduit the purchase price of the Defective Products, or repair or replace the Defective Products without charge and in a timely manner. In addition to the replacement or refund of the purchase price of the Defective Products, Supplier agrees that it will reimburse Panduit for all actual and reasonable costs and expenses incurred because of Defective Products, including but not limited to, attorney’s fees and any costs incurred in the inspection, return, receipt, transportation, care and custody of the Defective Products as well as the costs of deinstallation of Defective Products and reinstallation of replacement Products. Panduit may, at its sole discretion, require Supplier to pay for air freight costs for shipment of replacement Products when it is necessary to meet Panduit customer demands. After notifying Supplier of the Defective Products, Panduit may cancel any outstanding purchase orders for part numbers that were found to be Defective Products. Upon such cancellation, Panduit will not be liable to Supplier for any monies due for the cancelled purchase orders including any costs for completed Products, Products in process, or materials acquired or contracted for. If Defective Products are returned to Supplier for analysis and the defects are confirmed, Supplier agrees to destroy the Defective Products at Supplier’s expense, at a mutually agreeable date and, if requested by Panduit, in the presence of Panduit’s representative.
5.5. Panduit reserves the right to sort/rework Defective Products in order to maintain Panduit’s production flow and meet customer demand. In such event, Supplier agrees to reimburse Panduit for all reasonable labor costs plus any related material and equipment costs attributable to Panduit sorting/rework.
5.6. If Panduit, any of Panduit’s customers or any government entity or agency or instrumentality determines at any time (even if Product warranties set forth in Section 5.1 have expired) that Products sold to Panduit under a purchase order are unsafe due to Supplier’s acts or omissions and a recall campaign is necessary (“Recall”), Panduit will have the right to implement such Recall. At Panduit’s sole discretion, Supplier shall refund or credit Panduit the purchase price, repair, or replace the Product subject to the Recall. Supplier will reimburse Panduit for all reasonable costs associated with any Recall.
6. Special Warranties for Products Containing Software.
6.1. To the extent Products contain software code (“Software”), Supplier grants Panduit a worldwide, royalty free, non-exclusive license to use, perform, reproduce, and sublicense the Software in furtherance of the Agreement, including without limitation for the purposes of demonstrating, marketing, distributing, or selling the Software in association with the Products.
6.2. In addition to the Product warranties set forth above, (a) Software shall also be free of viruses, trap doors, or other malicious code and (b) Supplier shall comply with the terms of any licenses or agreements pertaining to third party technology, including Open Source Software, incorporated into the Software. “Open Source Software” shall mean any computer software program whose source code is published and available for inspection and use by anyone, and is made available under a license agreement that permits recipients to copy, modify, prepare derivative works of and/or distribute the program’s or such derivative works’ source code without payment of fees or royalties. By way of example, all licenses certified by opensource.org and listed on their website are Open Source Software licenses.
6.3. Notwithstanding the aforementioned, Supplier represents and warrants that Software shall not contain any Open Source Software that would (a) create obligations, or purport to create obligations for Panduit, Panduit’s customers or end users of the Products, to disclose, donate back, or contribute ownership of source code into any open source pool or general licensing scheme; (b) require any of Panduit’s, Panduit’s customers’ or end users’ proprietary technology to be licensed, sold, disclosed, shared, reverse engineered, disassembled, decompiled, or otherwise made available for any reason; (c) limit in any manner the ability to charge license fees or otherwise seek compensation in connection with the sale, marketing, licensing or distribution of the Products.
6.4. In the event Panduit wishes to place Supplier’s source code, building tools, and supporting documentation into escrow, the Parties will mutually agree to the terms of such escrow in a separate written agreement.
7. Process Improvements. Supplier shall work together in good faith with Panduit to achieve global process improvements in the areas of technology, quality, responsiveness, delivery, and cost. Supplier’s performance under this Section 7 may be captured in a Panduit Supplier Score Card, which the Parties will periodically review and work together in good faith to improve Supplier’s performance in the categories set forth in the Panduit Supplier Score Card.
8.1. Supplier agrees to enclose a Certificate of Compliance with each production lot of Products which is signed by an authorized agent of Supplier, and which states that Supplier certifies that the Products are in conformance with all applicable Specifications and that test reports and other evidence of conformance with the Specifications are on file and available for examination by Panduit.
8.2. When required by Panduit, Supplier agrees to enclose material certification and comparison test data (i.e., Certificate of Analysis) with each shipment of Products.
8.3. Supplier shall give Panduit at least 180 days written notice prior to implementing any changes which will affect the form, fit or function of any Product, any process changes or changes in the equipment or manufacturing location or the material and/or components purchased by the Supplier that are incorporated, combined or mixed with the Products.
9.1. Supplier is aware that the continuity of supply of the Products is essential to Panduit’s business. Supplier shall, at Supplier’s expense, take such actions as are necessary or appropriate to ensure the uninterrupted supply of Products to Panduit during any foreseeable or reasonably anticipated event or circumstance that could interrupt or delay Supplier’s performance under the Agreement.
9.2. Panduit may periodically give forecasts to Supplier. Unless otherwise agreed to in writing by the Parties, forecasts are for planning purposes only, are non-binding, and are not an order, purchase, or commitment.
9.3. Supplier shall give Panduit at least twelve (12) months written notice prior to discontinuing the manufacture, obsoleting, and/or stopping the supply of any of the Products.
10.1. Supplier shall indemnify, defend, and hold harmless Panduit, Panduit’s Affiliates, and their officers, directors, employees, and agents, and Panduit’s reseller and end user customers of the Products (collectively, the “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, the costs of enforcing any right to indemnification under the Agreement, and the cost of pursuing any insurance providers, incurred by any Indemnified Party (collectively, “Losses”), arising out of any third-party Claim against an Indemnified Party resulting from:
10.1.1. Products causing personal injury, death, property damage, or economic loss;
10.1.2. any negligent or more culpable act or omission of Supplier or its representatives (including any recklessness or willful misconduct) in connection with Supplier’s performance under the Agreement;
10.1.3. any failure by Supplier or its representatives to comply with Sections 13 and 14 of the Agreement; or
10.1.4. any allegations that the Products (alone or in combination with other products that the Products are used with, provided such combination is consistent with the Product’s normal use) or Marketing Collateral infringe the intellectual property rights of a third party; provided, however, that, without limiting any other provision of this Section 10, Supplier has no obligations with respect to Claims to the extent caused by Panduit IP or Panduit modifications to Marketing Collateral.
10.2. For the purposes of the Agreement, “Claim” means any claim, cause of action, demand, lawsuit, arbitration, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, including civil, criminal, administrative, regulatory or other, whether at law, in equity or otherwise.
10.3. Supplier will control the defense of any Claim, including appeals, negotiations, and any settlement or compromise thereof; provided that Panduit will have the right to approve the terms of any settlement or compromise.
11. Limitation of Liability. EXCEPT FOR SUPPLIER’S OBLIGATIONS UNDER SECTIONS 5 (PRODUCT AND SERVICES WARRANTIES), 10 (INDEMNIFICATION), 13 (COMPLIANCE WITH LAW), 14 (EXPORT COMPLIANCE AND SUPPLY CHAIN SECURITY), AND 19.1 (CONFIDENTIALITY), AND EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY. PANDUIT'S TOTAL AGGREGATE LIABILITY TO SUPPLIER UNDER OR IN CONNECTION WITH ANY PURCHASE ORDER SHALL NOT EXCEED THE AMOUNTS PAID BY PANDUIT TO SUPPLIER UNDER SUCH PURCHASE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION OF PANDUIT’S LIABILITY SHALL NOT APPLY TO AMOUNTS OWED BY PANDUIT FOR PRODUCTS AND SERVICES DELIVERED AND ACCEPTED UNDER AN APPLICABLE PURCHASE ORDER.
12.1. Supplier will maintain or cause to be maintained for the duration of the business relationship and one (1) year after, insurance that meets or exceeds the types and limits noted below. The insurance limits below (for Sections 12.1.1, 12.1.2, & 12.1.3) may be met in conjunction with an Umbrella or Excess liability policy.
12.1.1. Commercial General or Public Liability insurance (“CGL”) insurance with coverage including, without limitation, bodily injury, property damage, personal injury, advertising injury, contractual liability, independent contractors, premises/operations and products/completed operations with limits of not less than $5,000,000 each occurrence and $5,000,000 in the aggregate. This policy must be written on an occurrence form.
12.1.2. If Supplier will be using a vehicle to render services - Automobile Liability insurance covering all owned, non-owned and hired vehicles with a combined single limit for bodily injury and property damage of not less than $5,000,000 per accident;
12.1.3. Workers’ Compensation insurance covering all personnel employed directly by Supplier or by way of a contract from any payroll service utilized by Supplier in compliance with appropriate federal and state laws, and Employers’ Liability Insurance with limits of not less than $1,000,000 per person and $1,000,000 per accident or disease in the relevant jurisdiction.
12.1.4. If Supplier is providing software services or delivering digital products services, or software, Supplier will maintain Technology Errors and Omissions insurance (“Tech E&O”) with a limit of at least $5,000,000 per occurrence/claim and $5,000,000 in the aggregate. If the policy is written on a “claims-made” basis, the policy shall be in effect for a period of three (3) years after the contract term.
12.1.5. If Supplier will be installing, repairing or maintaining Panduit property such as Tooling and Components, Supplier will maintain Property insurance covering Panduit’s property. Such insurance shall be on a Special Causes of Loss Form and be full replacement cost coverage, with an agreed amount clause.
12.2. Supplier agrees to continue to procure and maintain products and completed operations liability insurance coverage after the Agreement has been completed or terminated. All policies, if any, providing insurance on a “claims made” basis will provide coverage applicable to loss or damage arising out of acts or injuries that occur at any time insurance is required to be maintained by the Supplier under the Agreement.
12.3. All the above insurance policies shall:
12.3.1. include “Panduit Corp., its affiliates and subsidiaries” as additional insureds (except for Workers’ Compensation). For CGL: (a) Ongoing Operations Endorsement (CG 20 26 or equivalent), and (b) Completed Operations Endorsement (CG 20 37 or equivalent);
12.3.2. include an endorsement with a Waiver of Subrogation in favor of “Panduit Corp., its affiliates and subsidiaries”;
12.3.3. include an endorsement stating coverage is primary, not contributory, and not in excess of any other valid or collectible insurance carried by “Panduit Corp., its affiliates and subsidiaries” (except for Workers’ Compensation)
12.3.4. be placed with companies lawfully authorized to transact business in the jurisdiction the Products are located and a current Best’s rating not less than A- VII;
12.3.5. not include an exclusion for “Cross Liability” or “Severability of Interests”;
12.3.6. include coverage for liability and indemnity obligations assumed under the Agreement as an insured contract. The limits of said insurance required by the Agreement or as carried by Supplier shall not limit the liability of Supplier nor relieve Supplier of any obligation hereunder;
12.3.7. not be subject to material modifications nor be cancelable except after thirty (30) days prior written notice to “Panduit Corp., its affiliates and subsidiaries;” and
12.3.8. Supplier shall be responsible for all deductibles and self-insured retentions.
13. Compliance with Law. Each Party shall at all times comply with all laws applicable to the Agreement, the operation of its business, and the exercise of its rights and performance of its obligations hereunder. In addition, Supplier represents and warrants that it will comply with Panduit’s Supplier Code of Conduct as separately provided to Supplier. Panduit’s Supplier Code of Conduct may be updated from time to time by written notice to Supplier. Without limitation of the foregoing, Supplier shall comply with the specific requirements set forth below:
13.1. Environmental Compliance.
13.1.1. Supplier shall ensure the Products and any related packaging comply with Panduit Specification for Chemical Substances to be Controlled in Product and Packaging, Form C2-0834, including the referenced Appendix A – Panduit Controlled Substances, Form C2-0835, RoHS and REACH, each as separately provided to Supplier.
13.1.2. Supplier shall conduct reasonable assessments of risk areas to mitigate environmental risks. Supplier shall use reasonable efforts to have a published report of its carbon emissions and make such reports available to Panduit upon request. In addition, Supplier shall provide awareness training to relevant employees and sub-suppliers to ensure sustainability in its supply chain.
13.2. Labor Compliance. Supplier shall conduct regular assessments of risk areas to mitigate labor and human rights risks (e.g. modern slavery, child labor). Supplier shall not discriminate against employees and/or contractors for recruitment or supply chain purposes.
13.3. Upon Panduit’s request, Supplier shall provide Panduit with (a) written certification of Supplier’s compliance with applicable laws and those specific requirements set forth under this Section 13; (b) written certification of the origin of any ingredients or materials or components in the Products, including the amount of such ingredients/materials/components; and (c) any additional information regarding the Products and the Products’ ingredients/materials/components and Supplier’s supply chain for the Products such that Panduit may comply in a timely manner with its obligations under applicable law and to its customers’ due diligence, disclosure, and audit requirements, including inquiries pertaining to conflict minerals and their origin. Supplier shall respond to requests under this Section 13 in a manner and format as reasonably requested by Panduit.
14. Export Compliance and Supply Chain Security.
14.1. Supplier is either directly or indirectly responsible for the import and export of Products sold to Panduit, and must be aware and comply with all applicable laws that govern international trade, including US sanctions laws and those imposed by countries in which Supplier conducts business. This includes, but is not limited to, ensuring that the Products provided to Panduit:
14.1.1. are not sourced, directly or indirectly, from individuals or entities designated on restricted parties lists;
14.1.2. are not sourced, directly or indirectly, from entities that are owned or controlled by parties (i.e., beneficial owners) that are the subject of sanctions;
14.1.3. are not manufactured or produced, in whole or in part, in countries and jurisdictions that are subject to sanctions;
14.1.4. do not consist of raw materials and inputs that were manufactured or produced, in whole or in part, by restricted parties or in countries and jurisdictions that are subject to sanctions;
14.1.5. are not manufactured or produced, in whole or in part, directly or indirectly, using forced labor; and
14.1.6. do not consist of raw materials and inputs that were manufactured or produced, in whole or in part, directly or indirectly, using forced labor.
14.2. Supplier shall make accurate customs declarations, not mischaracterize the value or nature of goods in any way that may create liability for Panduit, and obtain (or assist in obtaining) any required licenses, approvals or other permits.
14.3. Supplier shall provide Panduit with the export classification of all products, software and technical data purchased by Panduit, which shall consist of the Commerce Control List classifications under the US Export Administration Regulations (“EAR”) (i.e., the applicable Export Control Classification Number or EAR99 designation) or other relevant export classification determined in accordance with the laws and regulations of the relevant foreign governmental agency, and information as to whether these items are considered “mass market” items under the EAR. Supplier shall also provide Panduit, upon request, with information relating to the cryptographic features and functionality of all products, software and technical data purchased by Panduit, which shall include but is not limited to purpose of the cryptography, types of algorithms used, key lengths, and cryptographic information of any third parties embedded or incorporated into the Product. In addition, upon Panduit’s request, Supplier shall also provide the current Harmonized System tariff classification codes for each Product purchased by Panduit. When INCOTERMS 2020 call for Supplier to obtain any required export licenses, Supplier shall apply for all licenses necessary for the export of products being sold to Panduit. Supplier will also provide Panduit with the Certificates of Origin or other required certifications under the applicable international, national, regional or local laws, regulations or trade preference programs, if applicable.
14.4. Supplier shall properly pack, mark, and, if applicable, ship Products in accordance with applicable law and industry standards, and shall provide Panduit with shipment documentation showing the purchase order number, Supplier’s identification number for the subject Products, the quantity of pieces in each shipment, the number of cartons or containers in each shipment, Supplier's name, the bill of lading number, and the country of origin. In addition, Supplier shall promptly notify Panduit in writing if any Products are deemed hazardous under any applicable laws. In the event that any Product to be supplied to Panduit is identified as hazardous pursuant to the OSHA Hazard Communication Standard (29 CFR Part 1910.1200) or any other similar applicable law, Supplier shall provide Panduit with a GHS safety data sheet for each Product.
14.5. Supplier acknowledges that Panduit participates in the Customs Trade Partnership Against Terrorism program administered by US Customs and Border Protection, as well as similar programs globally to ensure supply chain security (“Supply Chain Security Programs”). Supplier agrees to take such reasonable measures as are required by Panduit and/or relevant Supply Chain Security Programs to ensure physical integrity and security of all shipments to Panduit.
15. Stop Payment. In the event that Panduit concludes that a breach of applicable law has occurred or is likely to occur, Panduit may withhold payments under the Agreement until such time as it has received confirmation to its satisfaction that no breach has occurred or is likely to occur. In addition, Panduit may terminate the Agreement pursuant to Section 18.1.1.
16. Disclosure Requirements. Supplier shall promptly provide written notice (including relevant details) to Panduit of any of the following events or occurrences, or any facts or circumstances reasonably likely to give rise to any of the following events or occurrences: (a) any failure by Supplier to perform any of its obligations under the Agreement; (b) any delay in delivery of Products or services; (c) any defects or quality problems relating to the Products; (d) any change in control of Supplier; (e) any material change in the financial condition of Supplier such that it risks insolvency or loses the ability to pay all of its debts when due; (f) any failure by Supplier or its subcontractors, to comply with the law; or (g) if Supplier becomes subject to any government investigation, including but not limited to investigations related to corruption or trade investigations.
17. Inspection and Audit. Supplier hereby grants to Panduit, and its authorized representatives, access to Supplier’s premises (including Supplier’s manufacturing operations used in production of the Products) and all pertinent documents and other information, whether stored in tangible or intangible form, including any books, records, and accounts, in any way related to Supplier’s performance under the Agreement, including any payment or other transaction occurring in connection with the Agreement, for the purpose of auditing Supplier’s compliance with the terms of the Agreement; provided that any physical inspection may take place no more frequently than annually. Supplier agrees to cooperate fully with Panduit in connection with any such audit or inspection. Supplier shall maintain, during the period in which Supplier is supplying Products or Services under the Agreement and for a period of two (2) years thereafter, complete and accurate books and records and any other financial information in accordance with GAAP. If requested by Panduit, Supplier shall enable Panduit and its representatives to obtain from Supplier’s supply chain for the Products the information and cooperation required of Supplier in this Section 17.
18. Purchase Order Cancellation.
18.1. Panduit may cancel a purchase order in part or in its entirety upon written notice to Supplier without any liability to Supplier if:
18.1.1. Supplier breaches the Agreement and Supplier fails to cure such breach within fifteen (15) days following receipt of written notice from Panduit. If the breach pertains to Sections 13, 14, or 19.1, no cure period is required prior to terminating; or
18.1.2. Supplier becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, ceases operation of its business, becomes financially insecure, or avails itself or becomes subject to any proceeding under applicable bankruptcy laws or any other country, federal, state or local statutes relating to insolvency or the protection of rights of creditors.
18.2. Panduit may cancel a purchase order in part or in its entirety for convenience upon written notice to Supplier at any time prior to Product shipment or Services start date, provided that Panduit shall reimburse Supplier for Supplier’s actual, documented, and reasonable costs for work-in-progress and raw materials procured specifically for the cancelled purchase order that cannot be returned or reasonably repurposed by Supplier. Notwithstanding the aforementioned, in no case shall Panduit’s liability to Supplier exceed ten percent (10%) of the value of the cancelled portion of the purchase order. Supplier shall have the burden of proof on all such amounts and shall use commercially reasonable efforts to mitigate such costs.
18.3. Supplier may terminate a purchase order solely in the event Panduit fails to pay undisputed amounts due under a purchase order within sixty (60) days following receipt of written notice from Supplier specifying the unpaid amounts. For the avoidance of doubt, Supplier shall have no other right to terminate a purchase order for any reason.
19.1.1. “Confidential Information” for the purposes of the Agreement means: (a) the existence of the Agreement, (b) the existence of the Parties’ relationship, and
19.1.1.1. For Panduit: any and all information about Panduit’s business, processes, facilities, customers, suppliers, supplier requirements, products, technology, and orders under the Agreement.
19.1.1.2. For Supplier: any and all information about Supplier’s business, facilities, customers, suppliers, and pricing.
19.1.1.3. A Party disclosing Confidential Information is a “Discloser”. A Party receiving Confidential Information is a “Recipient”.
19.1.2. Recipient’s Obligations.
19.1.2.1. Recipient shall only use Confidential Information for the purpose of performing its obligations under the Agreement.
19.1.2.2. Recipient shall protect Confidential Information by using the same degree of care, but not less than a reasonable degree of care, to prevent unauthorized disclosure or publication of the Confidential Information, as Recipient uses to protect its own confidential information of a like nature.
19.1.2.3. Except as otherwise approved in writing by Discloser, Recipient shall not disclose the Confidential Information to any third parties except for its employees, Affiliates and their employees, approved subcontractors, and professional advisers, who have a need to know and are under obligations of confidentiality substantially similar to those contained herein.
19.1.3.1. The Agreement imposes no obligation upon a Recipient with respect to Confidential Information that (a) was in Recipient’s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is disclosed to Recipient from a third party, except where Recipient knows or reasonably should know, that such disclosure constitutes a wrongful or tortious act; or (d) is independently developed by Recipient without use of Confidential Information.
19.1.3.2. If Recipient becomes legally obligated to disclose Confidential Information, Recipient shall give Discloser prompt written notice to allow Discloser to seek a protective order or other appropriate remedy. Recipient will disclose only such information as is legally required and will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed.
19.1.4. Proprietary Rights. Discloser retains all intellectual property rights in any Confidential Information disclosed under the Agreement. The Parties further acknowledge that Supplier may, at Supplier’s discretion during the term of the Agreement, provide ideas, comments, suggestions, or other feedback regarding the features or functionality of Panduit’s products and technology (“Feedback”). In the event such Feedback is provided, Supplier assigns all right, title, and interest to such Feedback to Panduit.
19.1.5. Injunctive Relief. Recipient acknowledges that if it or other third parties authorized to receive Confidential Information breach the terms of the Agreement, then Discloser may suffer immediate, irreparable harm for which monetary damages may not be sufficient. As such, Recipient agrees that, in addition to all other remedies provided at law or in equity, Discloser shall be entitled to seek injunctive relief.
19.1.6. Public Announcements. Unless agreed to in a separate writing, neither Party shall make any statement (whether oral or in writing) in any press release, external advertising, marketing, or promotion materials regarding the subject matter of the Agreement or the Parties’ relationship.
19.2. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the Party to be notified; (ii) when sent by email if sent during normal business hours of the recipient, if not, then on the next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the address as set forth on the applicable purchase order or at such other address as such Party may designate by five (5) days advance written notice to the other Party.
19.3. No Agency/Partnership/Non-Exclusivity. Nothing in the Agreement is intended or shall be deemed to constitute a partnership, distributorship, agency, employer-employee, or joint venture relationship between the Parties. The Parties are independent contractors. The Agreement does not create an exclusive relationship between the Parties.
19.4. Assignment. Neither Party shall have the right or power to assign the Agreement or delegate its responsibilities hereunder without the express written consent of the other Party, except that either Party may assign the Agreement to the surviving Party in a merger of that Party into another entity or in an acquisition of all or substantially all its assets. Any attempt to do so in contravention to the preceding sentence shall be a breach of the Agreement and shall be null and void. In the event the Agreement is properly assigned, the provisions of the Agreement shall bind and benefit the Parties hereto and their successors and assigns.
19.5. Survivability. Any terms of the Agreement which by their nature extend beyond expiration or termination of the Agreement shall remain in effect until fulfilled and shall bind the Parties and their legal representatives, successors and assigns.
19.6. Severability. The Parties agree that if any portion of the Agreement shall be determined to be in violation of or contrary to any controlling law, rule, or regulation issued by a court of competent jurisdiction, then that portion shall be unenforceable and deleted from the Agreement. However, all other terms of the Agreement shall remain in full force and effect so long as deletion of that portion does not materially affect the nature of the Agreement or render the Agreement unenforceable.
19.7. Amendment and Waiver. No amendment, modification, termination or waiver of any provision of the terms and conditions of the Agreement, and no consent to any departure by either Party therefrom, shall be effective unless the same shall be in writing and signed by both Parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given unless otherwise stated. No course of dealings between Supplier and Panduit or any delay or omission of Panduit to exercise any right or remedy granted under the Agreement shall operate as a waiver of such rights, and every right and remedy of Panduit provided herein shall be cumulative, concurrent and in addition to any other further rights and remedies available at law or in equity.
19.8. Governing Law, Venue and Language. The Agreement and the rights and obligations of the Parties under the Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, rather, the rights and obligations of the Parties under the Agreement shall be governed by the law of the State of Illinois, including its provisions of the Uniform Commercial Code, without regard to conflict of law rules or provisions thereof. Any dispute or claim arising out of the Agreement shall be heard in the Circuit Court of Cook County, Illinois, or the Federal District Court for the Northern District of Illinois. English shall be the official language of the Agreement.
19.9. Entire Agreement. In the event of a conflict between these Terms of Purchase and an accepted purchase order, these Terms of Purchase will prevail, except that the purchase order will control with respect to price, quantity, delivery date, or shipment terms expressly set forth therein. The Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes any and all previous proposals, representations or statements, oral or written, excluding any standalone confidentiality agreements.
19.10. Authority. Supplier and Panduit represent that they have the full authority and power to enter into and perform under the Agreement and to make all representations, warranties, and covenants set forth herein.