Last Updated: May 24, 2024

(a) The applicable Product purchase order number must appear on all invoices, packages, packing lists and correspondence.

(b) Each carton containing a packing list must be clearly identified.

(c) Partner shall provide to RS the following pertinent information for each Product:Country of Origin

• Material Date and Lot Codes (where applicable)
• Serial Numbers (where applicable)
• Original Manufacturer Certification of Conformance (where applicable)
• Test Reports (where applicable)
• Airworthiness Certificate (where applicable)
• Product Change Notifications (where applicable)
• All other information that is required to be provided per the terms of the purchase order, Product Description or Agreement.

(d) Any deviation in quantity or pricing must be approved in writing by RS prior to acceptance of the order.

(e) Any purchase order is subject to change without notice by RS.

(f) RS reserves the right to cancel or return any Product if the delivery requirement is not met, the Product is defective, or the Product is not packaged as originally ordered.

(a) Partner warrants and represents that all Products will conform to the applicable Product Description, or if not furnished or specified, to standard commercial specifications.

(b) Partner warrants and represents that it shall comply with, and all Products shall conform to, all applicable international, federal, state, and local treaties, laws, statutes, ordinances, administrative orders, rules, regulations and regulatory propositions, enactments or resolutions (collectively, “Laws”), including but not limited to those set forth in Section 4 below.

(c) Partner warrants and represents that on the date of delivery of Products, and for a period of at least eighteen (18) months, all Products shall be merchantable, of good quality and workmanship, free from defects, and shall be fit and sufficient for the intended purpose for which required. During the warranty period, in the event that Partner becomes aware of, or RS or the RS customer notifies Partner of any deficiencies or errors in the Products, Partner will promptly correct any such errors or deficiencies at Partner’s sole expense and if repair or replacement is not an option, Partner will refund the amount paid by RS for Products.

(d) Partner warrants and represents that it has the right to grant to RS the Intellectual Property Rights set forth in the Agreement.

Partner shall protect, defend, indemnify, assume any liability, save and hold harmless RS, its agents, subsidiaries and affiliates, customers, officers, directors, employees, insurers, and its successors, from and against any allegations, claims, demands, lawsuits, liabilities, penalties, recalls, or product corrective actions, losses, damages, charges, settlements, judgements, costs, and expenses (including attorneys’ or experts’ fees incurred), which may be imposed upon, incurred by, asserted against, or awarded against RS (“Liabilities”) arising out of, or allegedly based on: (i) Partner’s acts or omissions, or negligence, defects, or failures to warn, label or disclose, associated with any Product; and (ii) Partner’s breach of any warranty contemplated hereunder (express or implied).

(a) Partner Certifications: To the extent applicable, Partner certifies, represents and warrants as of the execution date of the Agreement and on a continuing basis thereafter, that country of origin labeling, identification, and Product packaging and certifications thereto are accurate, thereby providing information to RS in order to exemplify Product compliance with U.S. federal and state laws, treaties, and regulations; including but not limited to applicable State immigration and employment laws, the Buy American Act, and the laws and regulations in this Section 4.

(b) Trade Compliance: Partner shall comply with the following export-controlled Products requirements as applicable. Export-Controlled Products means Products subject to either the Export Administration Regulations (EAR) or the International Traffic in Arms Regulations (ITAR). Partner shall mark all Products and/or packaging with correct Country of Origin (COO) markings and provide accurate product trade classification under the United States Munitions List (USML) or the Export Commodity Control Number (ECCN) list, and Harmonized Tariff Schedule (HTS) codes in conformity with all U.S. laws, treaties, and regulations. The parties anticipate that, in the performance of the Agreement, the Partner may require access to export-controlled items. In doing so: (i) Partner shall comply with all applicable laws and regulations regarding export-controlled Products, including the requirement for contractors or Partners to register with the Department of State in accordance with the ITAR. As applicable, Partner shall consult with the Department of State regarding issues related to the ITAR and with the Department of Commerce regarding any questions related to the EAR. Compliance with U.S. trade control laws and regulations exists independent of anything in these terms of the Agreement. Nothing is established, limited by, intended to change, supersede, or waive any of the requirements of applicable federal laws, executive orders, and regulations relating to U.S. trade controls. (ii) Partner shall include paragraph 4(b)(i) in all Partner subcontracts that are expected to involve access to, or generation of export-controlled items.

(c) Hazardous Substances and Hazardous Product Labeling: Partner represents and warrants that the Products shall comply with all Laws relating to the sale and resale, design, manufacture, marketing, labeling, packaging, and shipping of the Products. Partner further represents and warrants that the Products contain no asbestos or mercury components, materials, or elements. As applicable, Partner shall furnish all information evidencing compliance with Laws pertaining to the environment, and the toxic or hazardous nature of Products or their constituents, including but not limited to the Toxic Substance Control Act, the Occupational Safety and Health Act (“OSHA”), Conflict Minerals Reporting Template (“CMRT”), Restriction of Hazardous Substances (“RoHS”) Directive, Registration, Evaluation, Authorization, and Restriction of Chemicals (“REACH”) Directive, the Hazard Communication Standard, the Federal Hazardous Substances Act, California Proposition 65 (“Prop 65”), and any other environmental or toxic or hazardous product obligation (collectively, “Environmental Law”). If Partner is supplying RS hazardous materials as defined by Environmental Law, including the provisions promulgated by the Federal Department of Transportation, Partner shall warn, label, and ship such hazardous materials in accordance with Environmental Law. With shipments, Partner agrees to provide RS with up-to-date OSHA Material Safety Data Sheets, CMRTs, RoHS information, Prop 65 and all other information necessary to comply with applicable Environmental Law.

(d) Small Business Concerns: If Partner meets the requirements of a “Small Business Concern”, as defined under the Subcontracting Program of the Small Business Administration (Section 8(D)), Partner acknowledges and certifies that its business size and its small business status, as recorded in the System for Award Management (SAM) www.sam.gov/SAM/ accurate, and complete as of the date of the Agreement.

(e) Code of Conduct Compliance: Partner shall comply with RS’s Corporate Code of Conduct which can be found at: https://www.rsgroup.com/esg/codes-policies-and-standards#code-of-conduct Partner must also comply with all industry standards related to product or service conformity, product safety, and ethical behavior when acting as a partner to RS.

(f) Anti-Bribery and Corruption: In accordance with government statutes and RS’s Corporate Code of Conduct, Partner certifies compliance with all laws and regulations governing anti-bribery and anti-corruption in any countries where Partner operates. These laws include the U.S. Federal Corrupt Practices Act (FCPA) and the UK Bribery Act. Prohibited activities include, but not limited to, any form of bribery, including facilitation payments or “speed money”, either directly or indirectly, paid to government officials.

(g) Human Trafficking and Slavery: In accordance with government statutes and RS’s Corporate Code of Conduct, Partner certifies that Partner’s company does not engage in or support, by any means, any action that constitutes human trafficking or human slavery. This includes, but not limited to, child labor, forced labor, involuntary servitude, debt bondage, or sex trafficking of human beings.

(h) Audits: Partner shall allow government officials, RS, RS’s customer, and any of their auditors of or other advisers to RS to access any of the Partner’s premises, Partner personnel, and relevant records as may be reasonably required in order to: (i) fulfill any legally enforceable request by any regulatory body; or (ii) undertake verification that the Products are being provided, and all obligations of the Partner are being performed, in accordance with the Agreement.

If Partner delivers any non-conforming Products, RS may at its option and Partner’s expense: (i) return the Products for refund or credit; (ii) require Partner to promptly correct or replace the Products; (iii) correct the nonconformance; (iv) obtain conforming Products from another source. RS shall specify the reason for any return or rejection of nonconforming Products. Partner shall be liable for any increase in costs, including procurement costs attributable to RS’s rejection of the non-conforming Products. If RS determines or has reason to believe that Products provided contain suspect and/or counterfeit parts, RS shall provide Partner with the appropriate notice, impound the suspect or counterfeit parts, and report all occurrences to ERAI and GIDEP.

Partner is required to notify RS of any changes in product/process definition, change of suppliers, change in manufacturing location(s) and, where required, obtain RS’s approval.

Partner agrees, as a condition of purchase, at its expense, to provide commercial general liability insurance coverage with a minimum policy limit of $1,000,000 per occurrence for bodily injury, property damage, including products/completed operations with a $5,000,000 minimum aggregate limit. The policy shall be occurrence based and placed with a carrier having an A.M Best Rating of A-VII or better. Partner agrees to provide a certificate of insurance evidencing said coverages referenced herein and annually thereafter or as the policy renews. Partner also agrees to provide thirty (30) days prior written notice of any material change, non-renewal, or policy cancellation. Partner further agrees to have all applicable policies endorsed to respond primary and non-contributory to any other valid and collectible insurance available to RS.

(a) Terms. Unless otherwise agreed in writing, all payments periods shall be Net 60 days, commencing upon receipt and acknowledgment of delivery by RS at the location specified in the applicable purchase order. RS will make payment by check (or other payment method) mutually agreed to by the parties. Interest charges and overdue payment penalties will not be accepted by RS. Unless otherwise agreed, all international shipments shall be Delivered at Terminal (DAT).

(b) Title and risk of loss shall pass at delivery and acceptance of Products by Partner. In addition to complying with RS’s shipping instructions contained in any purchase order, Partner shall advise RS immediately of the shipment and delivery of Products ordered and submit packing list with the shipment.

If delivery is not made on or before the specified date, RS shall have the option to cancel a purchase order, or any unfilled part thereof, and purchase elsewhere. No separate charges will be allowed Partner for cartage or packing unless specified in a purchase order. RS assumes no liability for loss or, or damage to Products until same have been accepted by RS in good order at the delivery point specified by RS. Any expense incurred or loss sustained by deviation from shipping instructions shall be charged to the account of Partner.

Partner agrees to provide RS an Advanced Shipment Notification (ASN) for all international shipments. ASNs can be provided to RS via e-mail via ASN@rsgroup.com, or by whatever means have been agreed to between RS and Partner, for all international product shipments sent directly to RS’s warehouse, located in Fort Worth, Texas. The ASN must be transmitted to RS at, or before, the time of the physical shipment and contain all data elements required on a Commercial Invoice.

RS shall not be required to accept or pay for any Products if prevented from accepting and utilizing the same by reason of any labor dispute, accident, fire, casualty, act of Government, or any other cause beyond RS’s control.

RS may cancel any purchase order which remains unfilled after the beginning of any bankruptcy or insolvency proceeding by or against Partner or after an assignment for the benefit of the Partner’s creditors, or of a receiver. Partner grants to RS a security interest in all goods, in its possession or otherwise, which have been manufactured or identified for any RS purchase order, and Partner agrees to execute, or authorize RS to execute on its behalf, and documents which are necessary for RS to perfect its security interest.

Neither the Agreement nor any purchase orders shall be assigned in whole or in part by Partner without the prior written permission of RS. RS may without notice set off amounts payable respecting Products against any present or future indebtedness of Partner to it arising from the Agreement or any other transaction (whether or not related hereto). Any monies due for Products furnished hereunder, at RS’s option, may be applied by it to the payment of any sums which the Partner or any of its affiliated or subsidiary companies may owe to RS or to any subsidiary of RS.

RS shall have the right to terminate the Agreement or any order for Products in whole or in part at any time, with or without cause, by giving Partner thirty (30) days’ prior written notice . All of the obligations, terms, and conditions contained herein or in the Agreement that, by their nature, are intended to survive termination shall so survive.

The parties agree that the Agreement is confidential and will be maintained in confidence, and will not be disclosed, other than to the Partner employees who have a need to know, and who are advised of and agree to follow the terms of this confidentiality obligation. Any verbal or written information and/or data that RS makes available to Partner will be considered confidential and will not be used for any other purpose or disclosed to any other party, person, or organization without RS’s written consent. These obligations will survive the expiration or termination of the Agreement for five (5) years. Notwithstanding the foregoing, each party (and each employee, representative, or other agent of each party) to the Agreement may disclose to any and all persons, without limitation of any kind, the tax treatment, tax structure, and all materials of any kind provided to the other party relating to such tax treatment and tax structure.

The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition shall not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party.

The provisions stated above are for the sole and exclusive benefit of the parties hereto, and confer no rights, third party benefits or claims upon any person or entities not a direct contract party hereto.

RS may modify these terms and conditions in its sole discretion at any time without prior notice to Partner.

Any action arising out of the Agreement, these terms and conditions or any purchase order shall be subject to the exclusive jurisdiction of the Texas courts. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Texas, other than its conflict of laws provisions. The United Nations Conventions on Contracts for the International Sale of Products shall not apply.