Ideal Electrical Purchase Order Terms & Conditions

REVISION DATE:  June 10, 2026

All purchase orders (each, a “Purchase Order” or “PO” and together, “Purchase Orders”) issued by IDEAL INDUSTRIES, INC., dba IDEAL Electrical (Buyer) are made expressly subject to these terms and conditions. . If the parties have entered into an agreement governing the purchase and sale of goods covered by this Purchase Order (the “Underlying Agreement”), then the terms of the Underlying Agreement shall control to the extent of any conflict or inconsistency with this Purchase Order. To the extent the Underlying Agreement is silent with respect to any term or condition applicable to this Purchase Order, the terms of this Purchase Order shall apply and supplement the Underlying Agreement. In the absence of an Underlying Agreement, these Purchase Order terms and conditions shall govern exclusively, and any conflicting or additional terms proposed by Seller on any acknowledgment or other Seller form are expressly rejected unless agreed to in writing by Buyer.

1. Definitions. The term “goods” as used herein includes the products, packaging and containers and literature pertaining to such goods. The term “specification” as used herein means all, or any part of, the detailed description of goods agreed upon by Seller and Buyer in writing.
2. Acceptance. Seller shall acknowledge receipt of this PO in writing within three (3) business days after receipt. Failure to provide a written acknowledgment within such period shall be deemed an acceptance of the PO. Additionally, Seller’s performance, shipment of goods, or provision of services or any other conduct indicating acceptance shall constitute acceptance of this PO.
3. Regulatory Compliance; Product Content. Seller represents and warrants that all goods supplied against this P.O., comply with all applicable laws, regulations and standards in the jurisdictions in which the goods are manufactured, sold, or delivered, including without limitation:
   • the Restriction of Hazardous Substances European Union Directive 2011/65/EU, as amended including Directive (EU) 2015/863 (RoHS 3)
   • Regulation (EC) No 1907/2006 concerning the registration, evaluation, authorization, and restriction of chemicals, as amended from time to time (REACH), including requirements relating to Substances of Very High Concern (SVHC);
   • applicable conflict minerals laws and regulations, including Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulations, including requirements to conduct reasonable country of origin inquiry and provide supporting documentation upon request; and
   • California’s Safe Drinking Water and Toxic Enforcement Act of 1986 (Prop 65), including all the applicable warning, labeling, and notification requirements.  

Seller shall maintain, and upon request, provide Buyer with all relevant certifications, declarations, testing data, and compliance documentation necessary to demonstrate compliance with this Section. Seller shall ensure that its suppliers and subcontractors comply with the requirements of this Section.

NOTE: “DELIVERY DATE” indicates due at “SHIP TO” location.
 

4. Pricing; Invoicing. If price is omitted on the Purchase Order, except where the Purchase Order is given in acceptance of quoted prices, it is agreed that Seller’s price will be the lowest prevailing market price and in no event is this order to be filled at higher prices than last previously quoted or charged without Buyer’s written consent. No extra charges of any kind, including charges for boxing or cartage, will be allowed unless specifically agreed to by Buyer in writing. Cash discount period will date from the receipt of the material and not from the date of the invoice. Seller shall provide Buyer at least sixty (60) days advanced written notice of any price increase. Delays in receiving invoices, errors, or omissions on invoices will be cause for postponing the start of the payment term until a corrected invoice is received by Buyer. Where any item or items on an invoice are disputed, Buyer may withhold payment, without penalty, for the item or items in dispute until such time the dispute is resolved.
5. Country of Origin. Seller shall provide, prior to shipment and on all commercial documentation, the accurate and complete  country of origin, HTS, and value for all goods supplied against this Purchase Order. Seller shall provide the applicable Harmonized Tariff Schedule (HTS) classification and identify eligibility for any special tariff program or trade agreement, supported by appropriate documentation. Seller also certifies that goods have not been transshipped or subject to minor processing in a third country for the purpose of evading applicable importing countries; trade remedies. Country of origin markings must be determined in accordance with the applicable importing country’s trade regulations (such as those of the CBP), including, but not limited to, the rules of substantia transformation under the CBP’s 19 CFR Part 134 and applicable Free Trade Agreement (FTA) program requirements. When the manufacturing location differs from the “Ship from” warehouse or the Seller’s location, the manufacturing location name and address shall be listed on all commercial invoices. Supplier certifies that: (1) The declared country of origin reflects where the product last underwent a substantial transformation resulting in a new and different article of commerce; (2) all supporting records (e.g., bills of material, production records, costed breakdowns, metal mill/pour certificates) substantiating the country of origin determination are maintained and will be made available upon request; (3) any changes to sourcing, manufacturing location, production process that may impact the country of origin will be communicated in writing to  Buyer with at least 60 days’ written notice prior to shipment.  Buyer reserves the right to reject any such change in its sole discretion. Supplier agrees to (a) be responsible for any penalties, duties, or additional costs (including tariffs, antidumping duty orders, or marking duties resulting from inaccurate or incomplete country of origin declarations, HTS, value, FTA and other trade compliance matters; (b) cooperate with Buyer in providing documentation required for customs entry, audits, verifications, or government inquiries, and (c) ensure that all goods are properly marked with origin in accordance with CBP’s 19 CFR Part 134. Failure to comply with these requirements may result in rejection of goods, or cancellation of the Purchase Order. Buyer reserves the right to audit Seller’s records and production facilities to validate trade compliance efforts.
6. Delivery and Packaging. Seller shall deliver the goods or services to Buyer no later than by the dates specified in the Purchase Order, unless otherwise agreed to with Buyer. Seller shall provide adequate packaging, packing, shipping and billing as requested by Buyer or as required by applicable laws, regulations, carrier tariffs and classifications, including all information sheets and all labels required under applicable state, federal and local law. All goods shall be delivered F.O.B. Buyer’s destination at Seller’s expense, transportation charge prepaid, unless otherwise agreed in writing. Deliveries are to be made only as specified by Buyer. Buyer may from time to time change delivery schedules or direct temporary suspension of scheduled shipment. Any raw material, packaging materials, tooling, or component parts (collectively “Buyer’s Materials”) furnished by Buyer shall remain Buyer’s sole and exclusive property but held at Seller’s risk. Buyer Materials not used in the manufacture of the goods covered by this Purchase Order shall, as directed, be returned to Buyer.  Buyer Materials not accounted for or returned shall be billed to Buyer and due upon receipt. However, at no time shall Seller be authorized to keep any Buyer Materials that are branded with Buyer trademarks.
7. Specifications; Confidential Information.  All specifications, drawings, technical information or other data furnished to Seller, shall remain the sole and exclusive property of Buyer. Such items shall be held in confidence by the Seller, shall be used  solely for the purpose of filling orders from Buyer, and shall be returned to Buyer upon Buyer’s request or fulfillment of all relevant Purchase Orders. All such specifications, drawings, technical information or data shall be considered confidential information of Buyer and Seller shall not disclose same to any third party without Buyer’s written consent.
8. Changes. No change in specifications whether or not affecting performance of goods on this order will be permitted without Buyer’s written approval. Buyer reserves the right at any time to make changes in drawings, designs and specifications as to any goods and/or work covered by this Purchase Order. The stated price of any item affected by such change, which is thereafter made or shipped, may be increased or reduced in an amount which reasonably reflects any increase or reduction in the cost of the production of such item resulting from such change, and Buyer may amend the shipping schedules accordingly. Any claim by the Seller to an increase in the price of any item as a result of said changes shall be waived, unless made within thirty (30) days from the date of receipt of the duly authorized Purchase Order amendment.
9. Assignment. This Purchase Order or any part thereof, or any rights or claims arising therefrom, shall not be assigned, nor shall performance hereunder be delegated or sublet without the prior written consent of the Buyer.
10. Indemnification. Seller agrees to defend, hold harmless and indemnify Buyer,  and Buyer’s  employees, directors, and affiliates from and against any and all claims, actions, liabilities, losses, costs and expenses (including reasonable attorney and expert fees) arising out of or relating to: (a) any grossly negligent or culpable act or omission of Supplier (including any recklessness or willful misconduct) in connection with its performance of its obligations under this Agreement (b) any actual or alleged infringement of any patent, trademark or copyright by any goods sold to Buyer hereunder, or any unfair competition involving such goods, or (c) any actual or alleged death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever suffered, resulting or claimed to result in whole or in part from any actual or alleged defect in such goods, whether latent or patent, including actual or alleged improper construction or design of such goods or the failure of such goods to comply with specifications or with any express or implied warranties of Seller, or if this order covers the performance of labor for Buyer, for injuries or damages to any person or property growing out of the performances of this order, whether or not occurring on Buyer’s premises and whether or not Buyer is negligent or (d) any actual or alleged violation of applicable law, including those by Supplier of such goods, or its manufacture, possession, use or sale, or any law, statute or ordinance or any governmental administrative order, rule or regulation, or (e) arising out of Seller’s assembly or installation of the goods sold to Buyer. The provision of this paragraph shall survive termination or expiration of the Purchase Order.
11. Certificate of Insurance. Seller agrees to furnish upon Buyer’s request insurance carrier’s certificate showing that Seller has adequate workman’s compensation, public liability, personal injury and property damage insurance coverage.
12. Publicity. Seller agrees not to release any advertising copy mentioning Buyer or quoting the opinion of any of Buyer’s employees unless such copy is approved by Buyer before release in writing.
13. Compliance with Laws. Seller represents and warrants that no law, regulation or ordinance of the United States or any state government authority or agency has been violated in the manufacture, procurement, transportation or sale of the goods covered or services rendered pursuant to this Purchase Order.
14. Warranty. Seller represents and warrants that all goods delivered pursuant to this order will, at the time of delivery, be free from any defects in material or workmanship, will conform to the requirements of the applicable Purchase Order, including any applicable specifications, will be merchantable and will be fit and sufficient for the purpose intended or specified hereon. Buyer shall notify Seller if any goods or services delivered hereunder are rejected, and at Buyer’s election and Seller’s expense, such goods shall be returned to Seller for repair or replacement at no additional cost to Buyer.
15. Acceptance. All of goods and services are subject to Buyer’s inspection and acceptance by Buyer at destination, but the warranties set forth herein shall survive any inspection delivery, acceptance or payment by Buyer.
16. Buyer’s remedies. In the event of Seller’s failure to deliver as and when specified, or any goods are not in compliance with this order or are alleged to infringe any patent, trademark or copyright or violate any law, or in the event Seller fails to fulfill any of Seller’s other obligations under this order; Buyer reserves the right to cancel this order, or any part thereof, and Buyer may return part or all of any shipment made and may charge Seller with any loss or expense sustained as a result of any such failure or noncompliance, including, without limitation, recovery of incidental and consequential damages, without liability or waiver of any other lawful rights or remedies.
17. Right to Set Off. Buyer shall be entitled at any time to set off any amount owing from Seller to Buyer or any of Buyer’s affiliated companies against any amount due or owing to the Seller with respect to this or any other order.
18. Cancellation. Buyer reserves the right to cancel a Purchase Order in whole or in part without cause, upon notice in writing to Seller. The Seller shall, thereupon, as directed, cease work and deliver to the Buyer all completed and partially completed goods, articles or materials and work in process, and the Buyer shall pay the Seller the price provided in the order for all goods which have been completed prior to the termination and which are accepted by the Buyer, plus actual reasonable expenditures made by the Seller in connection with the incomplete portion of the order.
19. Source Inspection. Buyer reserves the right to place in Seller’s plant, at Buyer’s expense, inspectors who shall be permitted to inspect before shipment or during the process of manufacture, any goods on this order.
20. Anti-Bribery. The parties agree not to directly or indirectly, make, offer, promise, approve or authorize any payment or transfer of anything of value directly or indirectly to a governmental official or an employee of the other party, or to any other individual or entity including without limitation, employees of privately-owned or public companies, a political party or any political candidate with the purpose of improperly influencing decisions affecting either party’s business, or any of its affiliates, or any activities related to this Purchase Order or any Underlying Agreement. A party may terminate this PO effective immediately if it makes a good faith determination that the other party, or any person acting on its behalf with respect to this Purchase Order has breached this provision. Without limiting the foregoing, the parties shall at all times act in compliance with United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, and all relevant applicable laws that prohibit money laundering or otherwise dealing in the proceeds of crime or the bribery of, or the providing of unlawful gratuities, facilitation payments, or other benefits to, any government official or any other person.
21. Anti-Money Laundering and Counter-Terrorist Financing. Each Party shall comply with all applicable laws, regulations, and requirements relating to anti-money laundering and counter-terrorist financing, including, without limitation the U.S. Bank Secrecy Act, the UK Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017, the EU Anti-Money Laundering and Countering the Financing of Terrorism  and the New Zealand / CFT Act 2009 and related regulations in the jurisdictions in which it operates. Each Party agrees to implement and maintain reasonable policies, procedures, and controls designed to conduct reasonable due diligence with respect to any activities under, related to or arising from this Purchase Order or Underlying Agreement to ensure these activities are part of legitimate business activities and to promptly notify the other Party of any known or suspected violation related to this provision. A breach of this Section shall constitute a material breach of this Purchase Order or Underlying Agreement and grounds for immediate termination of this Purchase Order or Underlying Agreement, without liability, upon written notice. 
22. Miscellaneous. Clerical errors are subject to correction. No waiver or any provision by either party shall be implied by failure to enforce any rights or remedy herein provided, and no express waiver shall affect any provision other than that to which the waiver is applicable and only for that occurrence. All rights and remedies of Buyer are cumulative, and the exercise of any right or remedy herein provided shall be without prejudice to the right to exercise any other right or remedy provided herein or by law. If any term or provision of these terms and conditions is for any reason declared or found to be illegal, invalid, ineffective or otherwise unenforceable, it shall be severed and deemed to be deleted from these terms and conditions and the validity and enforceability of the remainder of these terms and conditions shall not be affected and the remaining terms shall remain in full force and effect. This order shall be governed by the substantive laws of the State of Illinois, excluding the Convention on Contracts for the International Sale of Goods.  Seller shall maintain ethical business practices in line with IDEAL’s Supplier Code of Conduct available at: https://preprod.idealelectricalinc.com/supplier-code-of-conduct/.