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Genuine Cable Group, LLC
Purchase Order Terms and Conditions

(Rev. 1/9/2024)

1. Applicability.
   (a) This purchase order is an offer by Genuine Cable Group, LLC, or its affiliate as specified in the purchase order (the "Buyer"), for the purchase of the goods or services specified on the face of this purchase order (the "Goods") from the party to whom the purchase order is addressed (the "Seller") in accordance with and subject to these terms and conditions (the "Terms"; together with the terms and conditions on the face of the purchase order, the "Order"). This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Seller's acceptance to the terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller's general terms and conditions of sale or any other document issued by Seller in connection with this Order.
   (b) These Terms apply to any repaired or replacement Goods provided by Seller hereunder.
   (c) Buyer is not obligated to any minimum purchase or future purchase obligations under this Order. 
2. Acceptance. This Order is not binding on Buyer until Seller accepts the Order in writing or starts to perform in accordance with the Order. Buyer may withdraw the Order at any time before it is accepted by Seller.  Acceptance of this Order by Seller or shipment of any Goods will constitute Seller’s agreement to these Terms.  Orders will be deemed accepted by Seller unless Seller provides Buyer written notice of its rejection within three (3) business days after the Order is submitted to Seller.
3. Delivery Date. Seller shall deliver the Goods in the quantities, in accordance with the terms of the Order, and on the date(s) specified in this Order or as otherwise agreed in writing by the parties (the "Delivery Date"). Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods in accordance with the terms of the Order, in full on the Delivery Date, Buyer may terminate the Order in whole or in part immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the Goods on the Delivery Date. Buyer has the right to return any Goods delivered prior to the Delivery Date at Seller's expense and Seller shall redeliver such Goods on the Delivery Date, or Buyer may store the Goods at Seller’s risk, and deduct the reasonable storage and handling costs from the purchase price.  Buyer may also delay the Delivery Date for any reason in its sole discretion.
4. Quantity. If Seller delivers more than 3% above the quantity of Goods ordered, Buyer may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller's risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased quantity, the Price for the Goods shall be adjusted on a pro-rata basis.
5. Delivery Location. All Goods shall be delivered to the address specified in this Order (the "Delivery Location") during Buyer's normal business hours or as otherwise instructed by Buyer.  All non-parcel deliveries need to be pre-scheduled with the receiving warehouse at least twenty-four (24) hours prior to delivery for less than a truckload shipments, and forty-eight (48) hours prior to delivery for full truck load or flatbed shipments.  Any failure by Seller to comply with the terms of this Section shall result in delays in delivery and potential rejection by Buyer in its sole discretion.  Seller shall also be solely responsible for any additional costs or expenses caused by its failure to comply with these delivery terms.
6. Shipping Terms. Delivery shall be made in accordance with the terms on the face of this Order. Seller shall give written notice of shipment to Buyer when the Goods are delivered to a carrier for transportation. Seller shall provide Buyer all shipping documents, including the commercial invoice, packing list, air waybill, bill of lading and any other documents necessary to release the Goods to Buyer within one (1) business day after Seller delivers the Goods to the transportation carrier. The Order number must appear on all shipping documents, shipping labels, bills of lading, air   2 waybills, invoices, correspondence and any other documents pertaining to the Order.  Goods received that are not in accordance with the Order may be rejected by Buyer, held at Seller’s right and expense, and may be retained or disposed of by Buyer without liability to Seller if no return authorization instructions are received by Buyer within fifteen (15) days after Buyer’s rejection of the Goods.  Seller must pay freight on all rejected Goods.  In the event Seller does not comply with Buyer’s routing instructions as set forth in the Order, Seller shall be solely responsible for any additional or different costs incurred by Buyer with respect thereto, including, but not limited to any internal costs, which Buyer would not have otherwise incurred.
7. Title and Risk of Loss. Title passes to Buyer upon delivery of the Goods to the Delivery Location. Seller bears all risk of loss or damage to the Goods until proper delivery of the Goods to the Delivery Location. 
8. Packaging. All goods shall be packed for shipment according to Buyer's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition, which shall always include proper identification on the Goods packaging, including, but not limited to, Buyer part number and quantity, packing slips, bill of lading, and shipment manifests. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller's expense. 
9. Amendment and Modification. No change to this Order is binding upon Buyer unless it is in writing, specifically states that it amends this Order and is signed by an authorized representative of Buyer.
10. Inspection and Rejection of Nonconforming Goods.
    (a) The Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (i) rescind the Order in its entirety; (ii) accept the Goods at a reasonably reduced price; or (iii) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, within ten (10) days replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Order for cause pursuant to Section 22.  Seller must notify Buyer in writing of the existence or suspected existence of nonconforming material produced for or supplied to Buyer within two (2) business days of discovery by Seller. Notification shall include all pertinent information required to identify the material, including, but not limited to, lot numbers, Order numbers, and item numbers, risks associated with the nonconformance and recommendations for mitigation.
    (b) Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller's obligations under the Order, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.  All test reports shall be maintained by Seller with reference to this Order for a minimum period of seven (7) years from the date of manufacturing or such longer period required by Buyer.  Buyer, its customers, and regulatory authorities shall have the right to access the applicable areas of all facilities, at any level of the supply chain, involved in the manufacture or supply of the Goods under the Order, and to all applicable records during the term of the Order and for a period of seven (7) years thereafter in order to conduct audits.  
11. Price. The price of the Goods is the price stated in the Order (the "Price"). Invoices must bear the exact same price as the Order unless Buyer otherwise agrees in writing.  If no price is included in the Order, the Price shall be the price set out in Seller's published price list in force as of the date of the Order. Unless otherwise specified in the Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties, and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer.
12. Most Favored Customer. Seller represents and warrants that the price for the Goods is the lowest price charged by Seller to any of its external buyers for similar volumes of similar Goods. If Seller charges any other buyer a lower price, Seller must apply that price to all Goods under this Order. If Seller fails to meet the lower price, Buyer, at its option, may terminate this Order without liability pursuant to Section 22. 
13. Payment Terms. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with the Terms. Buyer shall pay all properly invoiced amounts due to Seller within 60 days after Buyer's receipt of such invoice, except for any amounts disputed by Buyer in good faith. All payments hereunder must be in US dollars. 
14. Setoff. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller under the Order.
15. Warranties.
    (a) Seller warrants to Buyer that for a period of 24 months from the Delivery Date, all Goods will: (i) be free from any defects in workmanship, material and design; (ii) conform to applicable specifications, drawings, designs, samples and other requirements specified by Buyer; (iii) be fit for their intended purpose and operate as intended; (iv) be merchantable; (v) be free and clear of all liens, security interests or other encumbrances; and (vi) not infringe or misappropriate any third party's patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance of the Goods with the foregoing warranties. If Buyer gives Seller notice of noncompliance with this Section, Seller shall, at its own cost and expense, within ten (10) days replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer.
    (b) Seller further warrants that it shall not make any changes to the specifications for the Goods without Buyer’s prior written consent, including without limitation changes that affect fit, form, or function, after Buyer’s approval of any evaluation samples. Seller shall not change its manufacturing processes for the Goods, its manufacturing locations, or its sources of supply for the Goods or any raw materials integrated into the Goods without Buyer’s prior written consent. Seller shall not discontinue the manufacture of Goods without providing at least one hundred eighty (180) days prior written notice to Buyer.  Additionally, Seller must notify Buyer of a potential risk to completion of an Order and communicate such risks as soon as they are identified. 
16. General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Buyer's parent company, their subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent. 
17. Intellectual Property Indemnification. Seller shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer's or Indemnitee's use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any settlement without Buyer's or Indemnitee's prior written consent.
18. Insurance. During the term of the Order and for a period of one (1) year thereafter, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability), automobile liability, worker’s compensation, and cyber security liability, in commercially reasonable amounts, with financially sound and reputable insurers. Upon Buyer's request, Seller shall provide Buyer with a certificate of insurance from Seller's insurer evidencing the insurance coverage specified in this Order. The certificate of insurance shall name Buyer as an additional insured. Seller shall provide Buyer with 30 days' advance written notice in the event of a cancellation or material change in Seller's insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer's insurers and Buyer or the Indemnitees.
19. Compliance with Law. Seller is in compliance with and shall comply with all applicable laws, regulations and ordinances, including, but not limited to, FISMA, and FERC-CIP.   Seller shall comply with all applicable federal laws, rules and regulations applicable to subcontractors of government contractors.  Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Order. Seller shall comply with all export and import laws of all countries involved in the sale of Goods under this Order.  Seller represents and warrants that the Goods are free of DRC conflict minerals, and are compliant with conflict mineral reporting.  Seller assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer may terminate this Order if any government authority imposes antidumping duties, countervailing duties or any retaliatory duties on the Goods.  Seller shall comply with Buyer’s GCG Supplier Code of Conduct, a copy of which can be provided upon written request.
20. Government Contracts.  Buyer may be a covered government contractor or subcontractor subject to the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended by the Jobs for Veterans Act of 2002, 38 U.S.C. § 4212 (VEVRAA), which requires government contractors or subcontractors to take affirmative action to employ and advance in employment: (a) disabled veterans; (b) recently separated veterans; (c) active duty wartime or campaign badge veterans; and (d) Armed Forces Service Medal veterans. Buyer does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of vendors, manufacturing, sale and purchase of goods, and provision of services. Buyer is an equal opportunity employer, and will not discriminate, and will take affirmative action measures to ensure against discrimination, in employment, recruitment, advertisements for employment, compensation, termination, upgrading, promotions, and other conditions of employment against any employee or job applicant on the bases of race, color, gender, national origin, age, religion, creed, disability, veteran’s status, sexual orientation, gender identity or gender expression. Seller, shall, at all times pertinent to this Order, conduct itself in a manner cognizant of, and in compliance with, the foregoing. To the extent applicable for contracts led by any Federal agency, Seller and its subcontractors or sub-suppliers (if permitted), in performance under this Order, shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. These regulations further require that Seller and its subcontractors and sub-suppliers (if permitted) take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status, or disability. Further, if Buyer notifies Seller that the Goods are to be used by Buyer in performance of a government contract, Seller shall comply with all laws and regulations applicable to it by virtue of such government contract, and, if this Order is under or in furtherance of a Federal government contract, the parties hereby incorporate the requirements of, 60-250.5(a), 29 CFR § 470, and 48 CFR § 52.244-6 (for commercial items), if applicable. If this Order is for a non-commercial item as defined in 48 CFR 2.101, those provisions that are in the prime contract that are otherwise required to flow down to a subcontractor shall be incorporated herein.
21. Counterfeit Goods.  Seller represents that it shall not furnish "counterfeit goods" to Buyer, defined as Goods or separately-identifiable items or components of Goods that may without limitation: (a) be an unauthorized copy or substitute of an original equipment manufacturer or original component manufacturer (collectively, "OEM") item; (b) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture; (c) do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design; (d) have been re-worked, re-marked, re-labeled, repaired, refurbished, or otherwise modified from OEM design but are represented as OEM authentic or as new; or (e) have not passed successfully all OEM required testing, verification, screening, and quality control processes, or (f) fail to meet the requirement of an "Approved Part" as defined in FAA Advisory Circular 21-29C and any updated version thereof. Counterfeit goods shall be deemed non-conforming, and in addition to any other rights Buyer may have at law or pursuant to an Order, Seller shall disclose the source of the counterfeit good to Buyer and cooperate with Buyer with respect to any investigations or remedial actions undertaken by Buyer.
22. Termination. Buyer may terminate this Order, in whole or in part, at any time with or without cause, including, but not limited to, undelivered Goods on ten (10) days' prior written notice to Seller. In addition to any remedies that may be provided under these Terms, Buyer may terminate this Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Order upon written notice to Seller. If Buyer terminates the Order for any reason, Seller's sole and   5 exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination.  Notwithstanding the foregoing, if a government agency or a third party with which Buyer has a contract terminates in whole or in part the contract for which the Goods are being supplied, and Buyer as a result terminates this Order in whole or in part, Buyer shall not be required to make any payment to Seller hereunder unless and until the government agency or third party makes a termination payment to Buyer (and such payment will be a cap on Buyer’s termination liability to Seller).
23. Limitation of Liability. Nothing in this Order shall exclude or limit (a) Seller's liability under Sections 15, 16, 17 and 25 hereof, or (b) Seller's liability for fraud, personal injury or death caused by its negligence or willful misconduct. Buyer’s maximum liability to Seller shall not exceed the aggregate amount actually paid or payable by Buyer under this Order.
24. Waiver. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
25. Confidential Information. All non-public, confidential or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer's request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.
26. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e)  embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 30 consecutive days following written notice given by it under this Section, the other party may thereafter terminate this Agreement upon five (5) days' written notice.
27. Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign, transfer or subcontract any or all of its rights or obligations under the Order without Seller's prior written consent.
28. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Order. 
29. No Third-Party Beneficiaries. This Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
30. Equipment.  If Seller uses Buyer’s machinery, tools, dies, casts and/or equipment (collectively, “Buyer’s Equipment”) in the performance of Seller’s obligations under this Order, Buyer’s Equipment shall be considered as being under the sole custody and control of Seller and Seller shall be responsible for any destruction, loss or damage to Buyer’s Equipment. On Buyer’s request, Seller will promptly and at its sole cost return all of Buyer’s Equipment to Buyer in its original state of title and condition, reasonable wear and tear excepted. SELLER WAIVES ANY EXPRESS OR IMPLIED WARRANTY AS TO THE BUYER’S EQUIPMENT, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Buyer is not a “merchant” of Buyer’s Equipment under UCC Section 2-104(1). 
31. Governing Law. All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Illinois. 
32. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Order shall be instituted in the federal courts of the United States of America or the courts of the State of Illinois in each case located in the City of Chicago and County of Cook, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
33. Cumulative Remedies. The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. 
34. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. 
35. Severability. If any term or provision of this Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 
36. Survival. Provisions of this Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Setoff, Warranties, General Indemnification, Intellectual Property, Indemnification, Insurance, Compliance with Laws, Confidentiality, Governing Law, and Survival.