Terms and Conditions

STEEL GRIP, INC. PURCHASE ORDER TERMS AND CONDITIONS

Effective Date: ___________

These Purchase Order Terms and Conditions (“Terms”) apply to all Purchase Orders (“PO”) issued by Steel Grip, Inc. (“Steel Grip” or “Buyer”) to any supplier, contractor, subcontractor, manufacturer, fabricator, service provider, consultant, or vendor (“Supplier” or “Seller”).

Acceptance of a Purchase Order, commencement of work, shipment of goods, provision of services, or submission of an invoice constitutes acceptance of these Terms.

1. ACCEPTANCE OF PURCHASE ORDER

Steel Grip expressly limits acceptance to these Terms and Conditions.

Any additional, inconsistent, or conflicting terms contained in Seller quotations, acknowledgments, invoices, proposals, websites, or other documents are rejected unless expressly agreed to in writing by an authorized Steel Grip representative.

2. COMPLIANCE WITH LAWS

Supplier shall comply with all applicable federal, state, local, and international laws, regulations, ordinances, and standards including, but not limited to:

Labor laws
OSHA regulations
Environmental regulations
Import/export regulations
Anti-corruption laws
Product safety requirements

Supplier shall obtain and maintain all permits, licenses, certifications, and approvals necessary to perform the Purchase Order.

3. DELIVERY AND PERFORMANCE

Time is of the essence.

Supplier shall deliver goods and perform services in accordance with the delivery schedules specified in the Purchase Order.

Supplier shall promptly notify Steel Grip of any anticipated delay.

Steel Grip reserves the right to cancel all or part of a Purchase Order when delivery schedules are not met.

4. INSPECTION AND REJECTION

All goods and services are subject to inspection, testing, and approval by Steel Grip.

Payment shall not constitute acceptance.

Steel Grip may reject goods or services that:

Fail inspection
Are defective
Do not conform to specifications
Are delivered late
Otherwise fail to comply with Purchase Order requirements

Supplier shall promptly repair, replace, or re-perform rejected goods or services at its expense.

5. WARRANTY

Supplier warrants that all goods:

Are free from defects in design, material, and workmanship
Are new unless otherwise approved
Conform to specifications and drawings
Are merchantable
Are fit for intended purpose

Supplier warrants that all services:

Will be performed professionally
Will comply with industry standards
Will be performed by qualified personnel

The warranty period shall be twelve (12) months from acceptance or eighteen (18) months from delivery, whichever occurs first.

6. INSURANCE

Supplier shall maintain insurance adequate to cover its obligations and risks associated with the Purchase Order.

Upon request, Supplier shall provide Certificates of Insurance.

Supplier shall maintain:

Commercial General Liability Insurance
Workers Compensation Insurance
Employer’s Liability Insurance
Automobile Liability Insurance where applicable

Supplier shall name Steel Grip, Inc. as an Additional Insured under applicable liability policies.

Supplier shall obtain a Waiver of Subrogation in favor of Steel Grip whenever commercially available.

Provision of insurance shall not limit Supplier’s liability.

7. INDEMNIFICATION AND HOLD HARMLESS

To the fullest extent permitted by law, Supplier shall defend, indemnify, and hold harmless Steel Grip, Inc., its parent companies, subsidiaries, affiliates, officers, directors, employees, agents, representatives, successors, assigns, and customers from and against all claims, demands, liabilities, damages, losses, judgments, fines, penalties, settlements, costs, and expenses, including reasonable attorneys’ fees arising out of or relating to:

Supplier’s performance
Goods supplied
Services provided
Defective products
Breach of contract
Negligence
Willful misconduct
Regulatory violations
Environmental violations
Personal injury
Death
Property damage

Supplier’s obligation includes an immediate duty to defend upon notice by Steel Grip.

Supplier’s obligations shall not be limited by insurance coverage.

This provision survives completion, expiration, or termination of the Purchase Order.

8. PRODUCT LIABILITY AND RECALLS

Supplier shall immediately notify Steel Grip of:

Product defects
Safety concerns
Field failures
Regulatory investigations
Product recalls

Supplier shall be responsible for all costs resulting from defects attributable to Supplier, including:

Product recall expenses
Replacement costs
Customer chargebacks
Freight
Inspection costs
Corrective actions

9. INTELLECTUAL PROPERTY INFRINGEMENT

Supplier warrants that supplied goods, services, and deliverables do not infringe any third-party:

Patent
Copyright
Trademark
Trade Secret
Other Intellectual Property Right

Supplier shall defend, indemnify, and hold harmless Steel Grip from all infringement claims.

10. SAFETY

Supplier shall comply with all Steel Grip safety rules and OSHA requirements.

Supplier shall be solely responsible for:

Employee safety
Contractor safety
Subcontractor safety

Supplier shall immediately report accidents occurring on Steel Grip property.

11. ENVIRONMENTAL COMPLIANCE

Supplier shall comply with all environmental laws and regulations.

Supplier shall be responsible for remediation, cleanup costs, fines, and penalties arising from Supplier actions or omissions.

12. INDEPENDENT CONTRACTOR

Suppliers are independent contractors.

Nothing contained in the Purchase Order creates:

Employment
Agency
Joint Venture
Partnership

between Steel Grip and Supplier.

13. SUBCONTRACTORS

Supplier may not subcontract work without Steel Grip approval.

Supplier remains fully responsible for all subcontractor acts and omissions.

All subcontractor obligations shall flow through to lower-tier subcontractors.

14. CONFIDENTIALITY

All information supplied by Steel Grip shall remain confidential and proprietary.

Supplier shall not disclose such information to third parties without written authorization.

15. CYBERSECURITY

Supplier shall maintain reasonable administrative, technical, and physical safeguards to protect Steel Grip information.

Any security breach affecting Steel Grip information must be reported immediately.

16. OWNERSHIP OF WORK PRODUCT

All drawings, designs, software, reports, specifications, documents, and other work products created specifically for Steel Grip shall become Steel Grip property unless otherwise agreed in writing.

17. AUDIT RIGHTS

Steel Grip may audit Supplier records, quality systems, certifications, and compliance documentation relevant to the Purchase Order.

Supplier shall cooperate with reasonable audit requests.

18. CHANGES

Steel Grip may request changes to:

Scope
Quantity
Specifications
Delivery schedules

Changes must be documented in writing.

19. PAYMENT TERMS

Payment does not constitute acceptance.

Steel Grip may withhold disputed amounts pending resolution.

20. SETOFF

Steel Grip may offset against any money owed to Supplier:

Warranty claims
Chargebacks
Recall costs
Damages
Credits
Other obligations owed by Supplier

21. TERMINATION

Steel Grip may terminate a Purchase Order:

For convenience
For default
For supplier insolvency
For breach of these Terms

22. FORCE MAJEURE

Neither party shall be liable for delays caused by circumstances beyond reasonable control.

Supplier shall make commercially reasonable efforts to mitigate delays.

23. GOVERNING LAW

These Terms shall be governed by the laws of the State of Illinois.

Exclusive venue shall be the state and federal courts located in Illinois.

24. SEVERABILITY

If any provision is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

25. NO WAIVER

Failure by Steel Grip to enforce any provision shall not constitute a waiver of future enforcement.

26. ENTIRE AGREEMENT

These Terms and the applicable Purchase Order constitute the entire agreement between the parties and supersede conflicting terms contained in any Supplier document.