Raw Material originating from Russia is not allowed to be used for this order

Mercury-free certification is required for all items on this purchase order, confirming that all material furnished under this contract shall not contain mercury nor was mercury handled in the immediate vicinity during the manufacturing process.

  1. Please mark all paperwork with our order number and job number.
  2. Toolcraft requires 100% on-time delivery.
  3. This Purchase Order will be used to measure your On-Time Delivery (OTD) and Quality Rating
  4. Seller warrants that goods ordered above shall comply with all statutory and regulatory requirements.
  5. Seller must give 60 day written notice for any and all price increases.
  6. If the products(s) listed on this purchase order are known to the supplier to be restricted, toxic or hazardous substances, the contract requires the supplier to provide MSDS sheets and for products to comply with governmental and safety regulations.
  7. Toolcraft Machining, Inc. reserves the right to have our personnel or its customer perform on-site inspection to verify that the product(s) conform to specified requirements.
  8. Product shipped under deviation must be pre-approved and clearly identified on all shipments.
  9. All materials furnished are subject to our inspection and may be rejected at the seller’s expense any time within 30 days after receipt.
    sub-tier supplier without Buyers expressing written consent. Buyer’s Quality standard requires that all applicable customer/regulatory/quality requirements for the supplier flow-down to sub-tier suppliers (includes requirements in the purchasing documents and key characteristics where required).
  10. For CALIBRATION SERVICES: Calibration in accordance to ISO 17025, traceable to NIST. Label information to include date calibrated, due date Inspectors initials, Cert Number and tool ID number. The calibration procedure and equipment/standards must be referenced on the calibration report. Actual readings of calibrations including “AS FOUND” and “AS LEFT” must be on the report. The supplier is required to notify Toolcraft if there is any lapse in their certification or change in their scope of accreditation.
  11. This document may contain technical data subject to the International Traffic in Arms Regulations (ITAR) 22 CRF120-130. Unauthorized export prohibited by US law and regulation.”
  12. This purchase order is subject to our terms & conditions.
    TOOLCRAFT MACHINING, INC.
    TERMS AND CONDITIONS OF PURCHASE
    These Terms and Conditions of Purchase (“Terms”) apply to all purchases of goods and/or services (collectively, the “Products”) purchased by Toolcraft Machining, Inc. (“Buyer”) to any customer (“Seller”).
  13. ACCEPTANCE OF ORDER
    The Conditions of this Order become the exclusive binding agreement between the parties. The following constitute acceptance of the Order by the Supplier on these Conditions: (a) execution and return by the Supplier of an acknowledgement of the Order, (b) the Supplier’s failure to react to the Order within one (1) day after receipt thereof or (c) the execution or commencement of performance or the commencement of delivery pursuant to the Order. The acceptance of the Order is limited to and conditional upon acceptance by the Supplier of these Conditions. Additional or different terms proposed in the Supplier’s acceptance of the Offer are hereby objected to and rejected and shall apply only if and insofar as these have been expressly accepted in writing by Buyer. Acceptance of Goods and/or Services delivered under this Order shall not constitute acceptance of Supplier’s terms and conditions. These Conditions shall also apply to any orders made by Buyer online, over the Internet or by any other electronic means. Buyer is not bound by the Order unless the Order has been placed on behalf of Buyer by a duly authorized agent.
  14. GOODS AND SERVICES
    It is a condition of the Order that: (a) the Goods meet the specifications referred to in the Order as to quantity, quality and description and other information or instructions specified or made, known to the Supplier and all applicable safety standards, and (b) the Services are provided in accordance with the terms of the Order. Any forecast or other information it may provide will not bind Buyer to the Supplier, and any expenditure and commitments by the Supplier in anticipation of Buyer’s requirements shall be at the Supplier’s sole risk and expense. If the Supplier submits any documents for approval by Buyer, Buyer’s approval, however, shall not release the Supplier from any of its obligations under the Order.
    Buyer does not allow its suppliers to subcontract any product or process to a
  15. COUNTERFEIT WORK
    “Counterfeit Work” means product or material that is or contains unlawful or unauthorized reproductions, substitutions, or alterations that have been knowingly mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified part from the original manufacturer, or a source with the express written authority of the original manufacturer or current design activity, including an authorized aftermarket manufacturer. Unlawful or unauthorized substitution includes used work represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics. “Suspect Counterfeit Work” means product or material for which credible evidence (including but not limited to, visual inspection or testing) provides reasonable doubt that the work part is authentic.
    a. Seller shall not deliver Counterfeit Work or Suspect Counterfeit Work under this Order.
    b. Seller shall only purchase products to be delivered or incorporated as material to Buyer from an Original Manufacturer (OM), or through an OM authorized distribution chain. Products shall not be acquired from an independent distributor or broker unless Buyer has provided prior written approval.
    c. Seller shall maintain processes to provide Buyer, upon request, the supply chain traceability from the OM, including mills and foundries. If traceability is not maintained or not obtainable, Seller shall include records of evidentiary tests and/or inspections to authenticate product to applicable standards.
    d. Seller shall immediately notify Buyer with the pertinent facts if Seller becomes aware or suspects that it has furnished Counterfeit Work or Suspected Counterfeit Work.

e. If Counterfeit Work or Suspected Counterfeit Work is delivered under this Order, Seller shall at its own expense promptly replace such Counterfeit Work or Suspected Counterfeit Work with genuine work conforming to the requirements of this Order. Notwithstanding any other provision in this Order, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Works or Suspected Counterfeit Works including, without limitation, Buyer’s costs of removing Counterfeit Work, of installing replacement products or materials, of any testing necessitated by the reinstallation of products or materials after replacement, and any fines or penalties assessed to Buyer as a result of the Counterfeit Work.
f. Seller shall include this clause in all lower tier subcontracts for the delivery of items that will be included or furnished as product or material to Buyer.

  1. DELIVERY; TITLE; RISK OF LOSS
    The title to and risk pertaining to the Goods passes to BUYER on acceptance of the Goods by BUYER on delivery of the Goods FOB Buyer’s facility in accordance with the Order, without prejudice to any right of rejection which may accrue to BUYER under these conditions or otherwise. The Supplier shall transfer to BUYER the ownership of all items such as models, dies, molds, jigs, gauges, tools and drawings specifically acquired or manufactured by the Supplier for the execution of an Order immediately upon such items having been supplied to the Supplier or the completion of the Order by the Supplier. All items, including all material and components that have been transferred to the Supplier for the execution of an Order, shall-remain properly of BUYER. The Supplier shall store such materials and components separately and shall clearly mark these items as the properly of BUYER is at all times entitled to regain possession of such items. The Supplier shall not use such items on behalf of third parties, nor will the Supplier allow third parties to use such items in connection with any purpose other than the execution of an Order. Upon receipt of any of the items referred to above, the Supplier shall check those for damage, defects and fitness for the purpose for which they have been supplied and report its findings to BUYER. Any damage and defects not reported to BUYER immediately after receipt of the item shall be for the Supplier’s account.
  2. INSPECTION AND ACCEPTANCE
    Buyer reserves the right to inspect goods at Seller’s facility, during production, or upon delivery. Inspection or payment does not constitute acceptance of goods.
    The Goods are subject to inspection and testing by BUYER. In any case where the Goods {whether or not inspected or tested by BUYER} do not comply with the requirements of the Order, BUYER has the right to repair such Goods at the expense of the Supplier or to reject such Goods. BUYER requires that Goods and/or Services provided by its suppliers be correct and free of defect via the supplied Order. When rejecting or repairing Goods, BUYER shall give notice of repair or rejection to the Supplier specifying the reasons for the repair or rejection and shall return the rejected Goods to the Supplier at the Supplier’s risk and expense if not repaired. In that case the Supplier shall, without being granted an extension of the delivery period, replace the rejected Goods with Goods which are in all respects in accordance with the Order. The Services are subject to inspection and evaluation by BUYER. In any case where the Services (whether or not inspected or evaluated by BUYER) do not comply with the requirements of the Order, BUYER has the right to reject such Services. If BUYER rejects the provision of one or more Services, BUYER shall give notice of rejection to the Supplier specifying the reasons for the rejection. In that case the Supplier shall, within a reasonable time, provide Services which are in all respects in accordance with the Order. If the Supplier fails to replace any rejected Goods and/or Services with Goods and/or Services which are in accordance with the Order within a reasonable time as specified by BUYER has the right to purchase replacement goods and/or services from another source. Any money paid by BUYER to the Supplier in respect of the rejected Goods and/or Services together with any additional expenditure over and above the price reasonably incurred by BUYER in obtaining replacement goods or services shall be paid by the Supplier to BUYER within thirty (30) days after receipt of the relevant invoice.
    Receiving inspections (of supplier products / services / documents) may be / are performed by a designated employee. BUYER verifies the authenticity of the appropriate certificate of conformity, material certificates, etc. and other accompanying documentation by review and comparison (as is appropriate) to the drawing and/or industry specifications or by other means. When necessary, BUYER may inspect or audit at the supplier’s facility. Seller shall ensure materials comply with all applicable laws including environmental regulations and conflict minerals requirements. Seller shall provide documentation verifying material origin and compliance upon request.
    BUYER is to be contacted (by the supplier) in the event of nonconforming product/material. Arrangements for the approval of supplier nonconforming product/material must be as directed by BUYER’s representative.
    Notwithstanding any other provision, in addition to the foregoing, Supplier shall be liable for BUYER’s actual costs, expenses and damages related to or arising from nonconforming Goods and/or Services, including but not limited to labor, material and other costs related to transportation of Goods and/or Services, expediting, removal, disassembly, failure analysis, fault isolation, assembly, reinstallation, reinspection, retrofit, and any and all other such corrective action costs incurred by BUYER or BUYER’s customers.
  3. LIMITED WARRANTY
    Seller warrants that Products will conform to the agreed specifications and be free from defects in material and workmanship for the earlier of: – Twenty-four (24) months from delivery, or – Twelve (12) months from first use.
    Buyer’s remedy for breach of this warranty shall be, at Buyer’s option, return to Seller at Seller’s expense for repair or replacement of the nonconforming Products, repair or replace by a 3rd party at Seller’s expense or refund of the purchase price paid for such Products.
    7.RESCHEDULING, CHANGES AND CANCELLATIONS
    BUYER reserves the right at any time to suspend any delivery or deliveries or any acceptance of delivery covered by these Conditions without any charge and to the extent and for such period as considered necessary by BUYER. In addition, BUYER may make other changes (including in designs and specifications) with respect to the Order, in whole or in part, by notice to the Supplier. BUYER will be liable for any additional or unauthorized work performed by supplier not approved in writing by BUYER.
    BUYER may terminate the Order in whole or in part. If BUYER cancels the Order at least thirty (30) days prior to the delivery date (the “Modification Date”), BUYER will have no liability to Supplier with respect to the cancellation. If the Order Is terminated after the Modification Date the same will not constitute a default by BUYER. BUYER’s sole liability with respect to the same will be: (a) for standard Goods and/or Services, a restocking charge equal to two and a half percent of the purchase price for the good or service cancelled, and (b) for non-standard product, BUYER shall be responsible for the actual, reasonable and substantiated costs incurred for raw materials and work in process plus a reasonable profit on work completed on the terminated portion but no anticipatory profit or cover of fixed costs on the work terminated shall be allowed. No settlement agreed upon may exceed the total Order price as reduced by (1) the amount previously paid, and (2) the Order price of work not terminated.
    BUYER shall be liable only for payment if the Supplier strictly complies with the following: (a) After receiving a Notice of Termination, the Supplier shall comply with the instructions by BUYER in the Notice of Termination and any subsequent written instructions. (b) After termination, the Supplier shall submit a final termination settlement proposal within sixty days of the Notice of Termination. Such settlement proposal shall be on the form and with the certifications prescribed by BUYER. (c) If the Supplier falls to submit the termination settlement proposal within the time provided in paragraph (b) above, the determination of an equitable adjustment by BUYER shall be conclusive.
  4. RECORD RETENTION
    Records are available for review by customers and regulatory authorities in accordance with contract or regulatory requirements. Required record retention minimum 7 years.
  5. AUDIT RIGHTS
    Buyer may audit Seller facilities, quality systems, and manufacturing processes with reasonable notice. Seller shall provide access to facilities, personnel, and records necessary for such audits. Costing records may be audited if required by contract.
  6. INDEMNIFICATION
    The Supplier shall defend, indemnify and hold harmless Buyer, its agents, employees, officers, subsidiaries, customers, associated companies and assigns from and against any and all claims, demands, damages, losses, liabilities and costs (including settlement costs and attorneys’ fees) arising from or with respect to: (a) any violation or alleged violation of any laws, (b) any infringement or alleged infringement of a patent, registered design, copyright, trademark or other proprietary or intellectual property rights, in connection with the Goods or the Services, (c) any actual or alleged loss, damage to or destruction of property and/or death, illness or injury to any person arising out of any defects or hazards, or the Supplier’s performance of, or failure to perform, any of the Supplier’s obligations, (d) any other third party claims resulting from the execution of the Order, (e) any damage to or loss of Buyer’s property In the Supplier’s possession or (f) any act or omission in the performance of or in connection with the obligations undertaken by the Supplier pursuant to the Order. The foregoing obligation will apply regardless of whether the loss in question arises in part from any negligent act or omission from Buyer, from strict liability of Buyer, or otherwise.
  7. INTELLECTUAL PROPERTY
    Intellectual Property includes designs, processes, machine programs and other knowledge developed by Buyer. If pursuant to the Order any Goods which are protected by one or more Intellectual property rights owned by Buyer are provided by Buyer to the Supplier, the Supplier shall be licensed to use these intellectual property rights for the execution of the concerned Order only and the Supplier shall not in any way by implication or otherwise claim any title or other rights to such Intellectual property rights nor use the intellectual property for other work.
  8. LIMITATION OF LIABILITY
    IN NO EVENT SHALL BUYER BE LIABLE FOR ANTICIPATED OR LOST PROFITS OR FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. BUYER’s TOTAL LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THIS ORDER OR FROM THE PERFORMANCE OR BREACH THEREOF SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE GOODS OR THE SERVICES OR UNIT THEREOF WHICH GIVES RISE TO THE CLAIM. BUYER EXPLICITLY REJECTS, AND SHALL NOT BE LIABLE FOR ANY CANCELLATION CHARGES, LATE FEES, PENALTIES, OR LIQUIDATED DAMAGES.
  9. CONFIDENTIALITY
    Neither party shall disclose any confidential information to any third party or use it in any way except as specifically authorized by the respective party to perform its obligations under this Purchase Order. Each party shall protect the other’s confidential information with reasonable care and use such information solely for performance under the agreement, and shall place such safeguards on its operating activities to ensure protection of the confidential information, sharing it only with those of its employees and contractors who need access to such Confidential Information to perform its obligations under this Purchase Order and who are bound by written confidentiality obligations at least as restrictive as this Section 13.
    Both parties shall promptly notify the other Party following discovery of any unauthorized use or disclosure and will cooperate with the other Part to help the Party regain possession of the Confidential Information. Upon request either Party shall, within ten (10) days, either return all Confidential Information or destroy all Confidential Information according to requesting party’s direction. All documents provided by either party will be considered confidential or proprietary to the other party only to the extent such documents are clearly marked as such.
  10. COMPLIANCE WITH LAWS; EXPORT CONTROLS
    Seller shall comply with all applicable laws including environmental, labor, export control, and trade compliance regulations. Seller acknowledges that Products may be subject to U.S. export control laws and regulations, including the Export Administration Regulations. Seller agrees not to export, re-export, or transfer Products in violation of such laws.
    15.FORCE MAJEURE
    Neither party shall not be liable for delays or failure to perform due to events beyond its reasonable control, including acts of God, labor disruptions, material shortages, governmental actions, or transportation delays.
  11. INSURANCE
    (a) Supplier, as a contractor of the Company, shall provide the following minimum insurance coverage for its Work pursuant to this Purchase Order:

1) All insurance coverage required by federal, state, or local law, including statutory workers’ compensation insurance in the minimum statutory amount. With respect to workers’ compensation insurance: (i) Supplier specifically and expressly waives any immunity that it may be granted under Federal Workers’ Compensation law and (ii) the indemnification obligation under this Purchase Order shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party.

2) Commercial General Liability insurance in broad form and including products and completed operations liability, contractual liability, independent contractors’ liability, and products and completed operations liability, which provides for combined single limit for bodily injury and property damage in minimum coverage amounts of at least $1,000,000 per occurrence, includes primary/noncontributory language either in the standard language of the insurance policy or by endorsement, and extends primary and noncontributory coverage in the additional insured endorsement.

3) Employer’s Liability – $1,000,000 bodily injury by accident, and $1,000,000 each policy. Umbrella Coverage may complete the requirement.

4) Commercial Auto Liability -Combined Single Limit $1,000,000. Such insurance shall cover injury or death and property damage arising out of ownership, maintenance or use of any private passenger or commercial vehicles and of any other equipment required to be licensed for road use.

For work performed on-site at Buyer’s location, all liability policies shall include Company as additional insured, including its officers, directors, and employees. Supplier agrees and will cause their insurers to waive any and all rights of subrogation against the parties identified above as additional insureds.

All policies will be written by companies licensed to do business in the State of Wisconsin and have a rating by Best’s Key Rating Guide of at least A-VIII. Supplier shall provide Company with a certificate of insurance evidencing the coverages and terms required prior to commencing any Work.

(b) Coverages and limits listed above are minimums. The insurance requirements contained herein shall not in any manner be deemed to limit or qualify the liability or obligations assumed by Supplier.

  1. GOVERNMENT CONTRACTS (CONDITIONAL FLOWDOWN)
    This Section applies if the Purchase Order expressly identifies that it is issued in support of a U.S. federal government prime contract and requires mandatory flow down clauses. Seller agrees to comply with those government contract clauses that are (a) mandatory by statute or regulation, and (b) expressly identified in writing by Buyer as applicable to the Products. No other government-specific clauses shall apply by implication, reference, or incorporation.
    If this Order is a subcontract under a Government Contract, Supplier agrees that all terms and conditions required by the Government Contract or by law, including but not limited to Federal Acquisition Regulations (FARs) 52.203-13 Contractor Code of Business Ethics and Conduct, 52.203-15 Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009, 52.222-26 Equal Opportunity, 52.222-35 Equal Opportunity for Veterans, 52.222-36 Affirmative Action for Workers with Disabilities, and 52.222-50 Combating Trafficking in Persons are incorporated herein and are deemed to be a part of this Order. The parties hereby incorporate the requirements of 29 C.F.R. Part 471, Appendix A to Subpart A, if applicable under federal law.
  2. EXPORT CONTROL CLAUSE FOR RESTRICTED ITEMS
    Buyer fully complies with all U.S. export control laws and regulations (“US Export Controls”), including without limitation the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), and the foreign asset control and specially designated nationals regulations administered by the Office of Foreign Assets Control (OFAC) in the Department of the Treasury. All products, technical data, software or technology to be exchanged between Buyer and Supplier must be handled in compliance with U.S. Export Controls. As a Term and Condition of Purchase, it is the suppliers’ responsibility to provide Buyer with export classification data (USML category and sub category – ITAR) or (ECCN – EAR) on the Items procured from the supplier to enable Buyer to control such Items in compliance with U.S. Export Control requirements. Furthermore, Buyer requires its suppliers to use at least reasonable efforts to cooperate with and assist Buyer in the correct identification and classification of Items provided by the supplier or manufactured to supplier’s requirements, designs and/or specifications, which may be subject to U.S. export control regulations. If the supplier does not or otherwise fails to make reasonable efforts to provide classification information and assist Buyer and/or its related companies, as the case may be, to correctly identify or classify supplier Items subject to U.S. export control regulations, then Buyer shall have the option, at Buyer’s sole discretion, to (a) return all Items not classified due to your breach of obligations hereunder for a refund in full without penalty, fee or cost to Buyer and Supplier shall further reimburse Buyer for any additional costs or damages suffered by Buyer as a result of procuring replacements, including without limitation delay penalties paid by Buyer to its customers, and/or costs of replacement Items over and above the cost of the Items returned to you; or (b) keep the Items not classified due to your breach of obligations hereunder and you shall (i) reimburse Buyer for all costs and fees incurred in classifying the Item(s) for itself (including without limitation) attorneys’ or consultant fees and/or costs associated with preparing, submitting and obtaining a response to a Commodity Jurisdiction request (provided however Buyer has no obligation to submit such a Commodity Jurisdiction request); and (ii) indemnify and hold harmless Buyer from any violation and/or penalties incurred by Buyer and/or its related companies which result or arise from inaccurate classification of Items during the process of exporting the Items from the U.S. and/or during the import process at the country of destination.
    The items, goods, technology and services covered hereunder (“Restricted Items”) do not refer only to physical products and tangible items but also includes technical data, software, technology, know how or other intangibles and services which are subject to the U.S. Export Controls.
    The supplier will also ensure that all company personnel who represent the supplier in a visit to Buyer will identify their citizenship/nationality. In the event Buyer informs Supplier that restricted items will be involved or accessible on a site visit to Buyer’s facility or Supplier otherwise knows that restricted items will be involved or accessible on a site visit to Buyer’s facility, Supplier will only send personnel on such a site visit who are authorized by the U.S. export regulations to receive and work with restricted items.
  3. ASSIGNMENT AND SUBCONTRACTING
    The Supplier may not assign or transfer or purport to assign or transfer a right or obligation under the Order without the prior written consent of the Buyer. The Supplier may not subcontract the performance of the whole or any part of the Order without the prior written consent of Buyer. Such consent shall not release the Supplier from any obligation or liability arising from an Order. The Supplier shall impose these Conditions and the relevant part of the Order upon each third party engaged in the performance of the Order. If a contract between the Supplier and a third party is terminated the Supplier’s rights under such contract shall pass to Buyer on Buyers specific written demand.
  4. CONFLICT MINERALS
    Supplier hereby certifies that no material delivered by Supplier to BUYER under this Order contains any substance originating from the Democratic Republic of Congo or any adjoining country that would require disclosure by BUYER under the conflict minerals provisions of the Dodd–Frank Wall Street Reform and Consumer Protection Act, or any rule promulgated thereunder. Supplier represents and warrants that it has adopted all appropriate policies and procedures, and taken all necessary measures, in accordance with the conflict minerals provisions of the Dodd–Frank Wall Street Reform and Consumer Protection Act, and all rules promulgated thereunder, to grant the certification in the preceding sentence. The Supplier shall flow down the substance of this clause to its suppliers which perform work or provide goods or services under this Order. Such a flow down is subject to verification by BUYER. If any external business partner has challenges in complying with our expectations, we’ll attempt to work to address these challenges. If compliance cannot be achieved, we will terminate the relationship with the external business partner.
  5. HUMAN TRAFFICKING POLICY
    BUYER strictly prohibits employees, subcontractors, subcontractor employees, and agents from engaging in human trafficking-related activities. These activities include engaging in sex trafficking, procuring commercial sex acts (even if this practice is legal in the jurisdiction where it transpires), using force, fraud, or coercion to subject a person to involuntary servitude, or obtaining labor from a person by threats of serious harm to that person or another person, among others.
  6. GOVERNING LAW AND VENUE
    These Terms shall be governed by the laws of the State of Wisconsin, without regard to its conflict of laws principles. Any action arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located within the State of Wisconsin, and the parties consent to such jurisdiction and venue.
  7. ENTIRE AGREEMENT; SEVERABILITY
    These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, or communications. Any waiver or modification must be in writing and signed by an authorized officer of Seller. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

CONFIDENTIAL AND PROPRIETARY