- ACCEPTANCE OF TERMS – Seller will provide to SupplyLogic the deliverables (the “Deliverables”) and services (the “Services”) set forth in the applicable purchase order or other written document between the parties (each, a “PO”). For purposes of these terms and conditions, “SupplyLogic” means SLWM, LLC d/b/a SupplyLogic, and “Seller” means the supplier identified in the PO. Seller acknowledges and accepts these terms and conditions (the “Terms”) by signing and returning the PO to SupplyLogic, or by performing under the PO. Seller agrees to comply with these Terms and any documents related thereto. Any terms proposed by Seller that are different from or in addition to these Terms, whether included in Seller’s acceptance, accompanying a delivery, or otherwise, are rejected by SupplyLogic. The version of these Terms posted on SupplyLogic’s website as of the PO date shall govern the PO. SupplyLogic may update or modify these Terms from time to time in its sole discretion.
- PRICE – The PO price shall be that set forth in the PO. If no price is set forth within the PO, the Deliverables and Services will be billed at the price last quoted or at the prevailing market price, whichever is lower. SupplyLogic may set off any amount owed at any time by Seller to SupplyLogic against any amount payable at any time by SupplyLogic for the applicable PO. No extra charges of any kind will be allowed unless specifically agreed to in writing by SupplyLogic. All applicable taxes arising out of transactions contemplated by the PO will be borne by Seller except as otherwise specified by the parties in writing.
- DEFAULT – Time is of the essence of the applicable PO. SupplyLogic may by written notice of default to Seller (a) terminate all or any part of the applicable PO if: Seller fails to perform within the time specified in the applicable PO (or any extensions agreed to by SupplyLogic in writing) or fails to perform any of the other provisions of the applicable PO, or so fails to make progress as to endanger performance of the applicable PO; and (b) secure Deliverables or Services similar to those so terminated. Seller will perform the portion of the PO not terminated and will pay SupplyLogic for any excess costs for such similar Deliverables or Services. In lieu of termination for default, SupplyLogic, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, in which case an equitable reduction in the PO price will be made. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of the applicable PO, Seller will promptly notify SupplyLogic in writing. If Seller does not comply with SupplyLogic’s delivery schedule, SupplyLogic may require the Seller to ship the Deliverables using the fastest available method and all costs associated with such premium transportation shall be fully prepaid and borne by the Seller. The rights and remedies of SupplyLogic provided in this Section 3 are in addition to any other rights and remedies provided by the Uniform Commercial Code.
- INVOICES AND PAYMENT – Seller shall be compensated for Deliverables and Services in accordance with the pricing and invoicing requirements set forth in the applicable Purchase Order (“PO”) or as otherwise authorized in writing by SupplyLogic. All invoices shall be submitted in accordance with SupplyLogic’s invoicing instructions and must reference the applicable PO and include all required supporting documentation. Only accurate, complete, and undisputed invoices shall be eligible for payment processing. All payments shall be made in U.S. dollars, and all applicable taxes shall be separately itemized.
- SHIPPING, PACKING – All Deliverables must be packed and shipped as specified by SupplyLogic. Seller shall package the Deliverables so as to avoid any damage in transit. If SupplyLogic does not specify the manner of packing shipment, route or carrier, Seller shall ship the Deliverables at the lowest possible transportation rates to meet the PO delivery schedule.
- INSPECTION – All Deliverables and Services will be subject to inspection by SupplyLogic and its customer at all times and places, including the period of manufacture and in any event prior to final acceptance. Failure to inspect and accept or reject Deliverables or Services or failure to detect defects by inspection, will neither relieve Seller from responsibility for such Deliverables or Services not in accordance with the applicable PO nor impose any SupplyLogic liability. SupplyLogic’s payment for the Deliverables and Services shall not constitute its acceptance of the Deliverables and Services. Deliverables and Services rejected and Deliverables supplied in excess of quantities ordered may be returned to the Seller at its expense. Payment, if any, made for any Deliverables or Services rejected hereunder shall be promptly refunded by Seller. Seller will provide and maintain an inspection and process control system acceptable to SupplyLogic and its customer covering the Deliverables and Services ordered. Records of all inspection work by Seller will be kept complete and available to SupplyLogic and its customer during the performance of the applicable PO and for five (5) years after Seller’s PO completion. If any of the Deliverables are defective, or otherwise not in conformity with the PO requirements, then SupplyLogic, in addition to such other rights and remedies it may have by contract or by law or equity, at its sole discretion may reject and return such Deliverables at Seller’s expense, require Seller to inspect the Deliverables and remove nonconforming Deliverables and/or require Seller to replace nonconforming Deliverable or Services with conforming Deliverables or Services at Seller’s expense.
- WARRANTIES – Seller represents and warrants that:
- Seller will convey clear title to SupplyLogic;
- Any artwork or materials supplied to Seller by SupplyLogic or SupplyLogic’s customer for the creation of the Deliverables and Services will be returned upon completion or upon SupplyLogic’s request; and
- All Deliverables and Services:
- will be performed in accordance with the highest industry standards;
- will be free from all defects;
- will not breach, conflict with, or constitute a default under any agreement, instrument, or federal or state law or regulation, and will not infringe any patent, trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity;
- will be fit for the particular purposes for which they are acquired; and
- will be provided in strict accordance with the specifications, samples, drawings, designs, and other requirements (including performance specifications) approved or adopted by SupplyLogic.
- All Deliverables sold will be of merchantable quality, free from all defects in design, workmanship and materials, non-infringing of any third-party intellectual property rights, fit for their intended purpose, and provided in strict accordance with the specifications approved or adopted by SupplyLogic.
SupplyLogic’s inspection or acceptance of the Deliverables and Services shall not affect Seller’s obligations under these warranties.
Seller shall, at SupplyLogic’s option, replace or correct any Deliverables or Services that do not conform to these warranties. If Seller fails to correct or replace nonconforming Deliverables or Services within ten (10) days after notification, SupplyLogic may, upon ten (10) days prior written notice to Seller:- make such corrections or replacements itself and charge Seller for all costs incurred; or
- revoke its acceptance of the Deliverables and Services , in which case Seller must refund the purchase price and arrange, at its own cost, for the return of the Deliverables or Services to Seller.
All warranties of Seller herein, or implied by law, shall survive any inspection, delivery, acceptance or payment by SupplyLogic. Any attempt by Seller to limit, disclaim, or restrict these warranties or any remedies of SupplyLogic (whether by acknowledgment, performance of the PO, or otherwise) shall be null, void, and ineffective without SupplyLogic’s express written consent.
- CHANGES – SupplyLogic may make changes to the applicable PO, including changes to quantities, methods of shipment or packing and delivery schedules or locations of delivery. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under the applicable PO, an equitable adjustment will be made in the contract price or delivery schedule, or both, and the applicable PO will be modified in writing accordingly.
CONFIDENTIAL OR PROPRIETARY INFORMATION – Any knowledge or information which the Seller discloses or may later disclose to SupplyLogic, and which in any way relates to the Deliverables or Services covered by the applicable PO will not, unless otherwise specifically agreed to in writing by SupplyLogic, be deemed to be confidential or proprietary, and will be acquired by SupplyLogic, free from any restrictions.
Seller acknowledges that during the course of Seller’s dealings with SupplyLogic, SupplyLogic may disclose to Seller, and Seller may otherwise discover, ideas, concepts, strategies, presentations, presentation materials, pitch materials, advertising materials, creative and/or marketing plans, customer information, business plans, finances, pricing or profit margins or research, development or evaluation of products, programs or products which have yet to be introduced, inventions including without limitation, trade secrets, processes, tools, methodologies, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, modifications, enhancements, or derivatives thereof including any based on Seller feedback, and all patent, copyright, trade secret or other proprietary rights in and to the foregoing, and other non-public information and materials about SupplyLogic and/or its customers. All such information about SupplyLogic and/or its customers shall be deemed “Confidential Information.”
Confidential Information may be oral, printed, handwritten, stored electronically or in any other form. All Confidential Information shall remain the sole property of SupplyLogic and Seller shall have no rights in or to the Confidential Information. Seller shall hold the Confidential Information in strict confidence, protecting it with at least the same care which Seller gives to its own confidential information (but in no event less than reasonable care). Seller will not, for a period of seven (7) years from the date of disclosure, disclose, deliver, distribute, demonstrate, communicate, share or otherwise make available the Confidential Information to any third party nor will Seller utilize, directly or indirectly, such Confidential Information for its own benefit, for the benefit of any third party or for any purpose other than as reasonably required to further its dealings, discussions, communications and/or relationship with SupplyLogic without SupplyLogic’s prior written consent in each instance. Seller shall not make any disclosure of the Confidential Information (including methods or concepts utilized in the Confidential Information) to anyone, other than to Seller’s employees on a need-to-know basis only, without the express written consent of SupplyLogic. Seller shall require any of its employees who may receive the Confidential Information to sign a confidentiality agreement with substantially similar terms to those set forth herein and to maintain the same in strict confidence not to use or disclose the information except as permitted under these Terms. Seller shall notify SupplyLogic immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of these Terms by Seller, and will cooperate with SupplyLogic in every reasonable way to help SupplyLogic regain possession of the Confidential Information and prevent its further unauthorized use.
SupplyLogic may, at any time: (a) cease giving Confidential Information to Seller without any liability, and/or (b) request the return or destruction of all or a part of its Confidential Information previously disclosed, and all copies thereof, and Seller will promptly comply with such request and, upon request, certify in writing its compliance
Vendor accepts full responsibility for compliance with all applicable laws in connection with the Deliverables and Services requested including, but not limited to, compliance with HIPAA, Medicare rules and regulations, and the federal Anti-Kickback statute. - ASSET OWNERSHIP – As between SupplyLogic and Seller, SupplyLogic retains all right, title and interest in and to any and all designs, artwork, specifications, information, intellectual property, or any other material provided to Seller (the “SupplyLogic Material”) pursuant to or required to complete the Services and deliver the Deliverables. SupplyLogic hereby grants to Seller a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free, fully paid-up license to use the SupplyLogic Material solely as necessary for Seller to complete the Services and deliver the Deliverables. Where applicable, Seller is required to provide any assets required free of charge for the duration of the records maintenance period.
- WORKS MADE FOR HIRE – Unless otherwise provided in a PO, all materials, items, or works created specifically for SupplyLogic and SupplyLogic’s customers will be deemed to be “works made for hire” and treated in all respects as if a work-made-for-hire for the benefit of SupplyLogic and SupplyLogic’s customers, as set forth under U.S. Copyright law. SupplyLogic and SupplyLogic applicable customer will have the exclusive right, title and interest therein. To the extent any Deliverable may not be considered works-made-for-hire or not otherwise owned by SupplyLogic as of the date of creation, Seller hereby irrevocably and perpetually assigns its entire right, title and interest, including all copyrights and trademarks therein to SupplyLogic and Seller agrees to take such reasonable actions and submit all documents reasonably necessary to effect and perfect SupplyLogic’s interest therein, at SupplyLogic’s expense. If Seller retains intellectual property rights in or to the Deliverables that are determined not to be owned or cannot be assigned to SupplyLogic, Seller hereby grants to SupplyLogic and its successors and assigns an irrevocable, perpetual, worldwide, fully paid and royalty-free license, to access, use, copy, distribute, perform, display and modify, including to create derivative works, such Deliverables which, to the extent consisting of unique work product for SupplyLogic, shall be exclusive,
- COMPLIANCE WITH LAWS – Seller represents and warrants that all Deliverables and Services supplied hereunder will be produced in compliance with the applicable provisions of all federal, state, or local laws or ordinances and all related lawful orders, rules and regulations. Seller will also comply with any provisions, representations or agreements, or contractual clauses required to be included or incorporated by reference or operation of law in any PO.
- INDEMNIFICATION – Seller shall indemnify and hold SupplyLogic and its affiliates from and against any or all claims, demands, litigation or proceedings of whatever kind, including all direct, indirect, incidental or consequential damages relating to, arising out of, the Deliverables and/or Services, the design, manner of preparation, manufacture, construction, completion, or delivery or non-delivery of any Deliverables and/or Services by Seller, any breach by Seller of any of its obligations hereunder. Seller shall, upon request, pay or reimburse SupplyLogic or any other party entitled to indemnification hereunder for all costs and expenses, including attorneys’ fees, as incurred by SupplyLogic or such other party in connection with any such claim, demand, litigation, proceeding, loss or damage. SUPPLYLOGIC’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS PO IS LIMITED TO THE AMOUNT PAID BY SUPPLYLOGIC FOR THE GOODS AND/OR SERVICES. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, SUPPLYLOGIC SHALL NOT BE LIABLE UNDER THIS ORDER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES.
- INSURANCE – Seller will maintain, at its own expense: (a) Comprehensive General Liability, Automobile Liability and Employers’ Liability insurance with limits as reasonably required by SupplyLogic; and (b) Workers’ Compensation insurance as required by all applicable workers’ compensation and occupational disease statutes, sufficient to fully protect Seller from all related claims. At SupplyLogic’s request, Seller will furnish to SupplyLogic a Certificate of Insurance completed by its insurance carrier(s) certifying that the required insurance coverages are in effect, inclusive of Errors and Omissions coverage naming SupplyLogic as an additional insured, and containing a covenant that such coverage and will not be canceled or materially changed until ten (10) days after prior written notice has been delivered to SupplyLogic.
- GOVERNMENT CONTRACTS – Seller shall comply with all pertinent provisions of government contract provisions, executive orders and directives (whether applicable to SupplyLogic, any SupplyLogic Customer or both) to the extent that they apply to the subject matter of the applicable PO and all such pertinent contract provisions, orders and directives are hereby incorporated by reference into the applicable PO. A copy of the government contract’s terms and conditions will be given to Seller upon request.
- MISCELLANEOUS
- NON ASSIGNMENT – Assignment of the applicable PO, without the written consent of SupplyLogic, will be void.
- TRANSPORTATION – All the prices are established as F.O.B. Seller and/or Origin Dock, Freight Prepaid, unless otherwise specifically provided in the PO. Title and risk of loss shall not pass to SupplyLogic until delivery of the Deliverables to the location designated on the face of the applicable PO and acceptance by SupplyLogic. If SupplyLogic rejects the Deliverables, receives a non-conforming tender, or revokes its acceptance, risk of loss and title shall be deemed to have remained with Seller. The responsibility for freight damaged merchandise will be assumed by Seller. Any unauthorized shipment, which will result in excess transportation charges, must be fully prepaid by the Seller. Seller will not declare any value on such materials shipped via United Parcel Service, Rail Express, Air Express, Air Freight or Parcel Post. Seller will release rail or truck shipments at the lowest released valuation permitted in the governing tariff or classification. Seller is obligated to use SupplyLogic’s carrier accounts unless Seller provides lower cost alternative.
- ANTICIPATION OF DELIVERY SCHEDULE – Unless otherwise agreed in writing, Seller will not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet SupplyLogic’s delivery schedule. Deliverables shipped to SupplyLogic in advance of schedule may be returned to Seller at Seller’s expense.
- SELLER’S INVENTORY – SupplyLogic will have no obligation to request quotations or place POs with Seller, both of which will be in SupplyLogic’s sole discretion.
- FORCE MAJEURE – SupplyLogic may delay delivery and/or acceptance due to causes beyond its control.
- REMEDIES – Each of the rights and remedies reserved to SupplyLogic in this Order shall be cumulative and additional to any other remedies provided in law or equity. No delay or failure by SupplyLogic in the exercise of any right or remedy shall affect any such right or remedy and no action taken or omitted by SupplyLogic shall be deemed to be a waiver of any such right or remedy.
- GOVERNING LAW – The PO, and all transactions relating to it, will be interpreted under and governed by the laws of the state of Missouri, without regard to its conflict of law principles. The United Nations Convention on the International Sale of Goods (1980) (as amended from time to time) will not apply to the PO or any related transactions.
- JURY TRIAL WAIVER – The Seller and SupplyLogic hereby waive trial by jury for any disputes arising out of or in any way related to the applicable PO.
- SURVIVAL – Seller’s obligations under Sections 6, 7, 8, 9, 10, 11, 12, 13, 14, 16 (a – (h), and 17 will survive any termination of the applicable PO.
- WAIVER; MODIFICATION – No claim or right arising out of a breach of the Terms of the applicable PO can be discharged in whole or in part by a waiver or renunciation of the claim or right unless supported by consideration and in a writing signed by the aggrieved party. The failure of SupplyLogic to enforce at any time or for any period of time any of the provisions hereof will not be construed to be a waiver of such provisions or of the right of SupplyLogic thereafter to enforce each and every such provision.
- ADDITIONAL TERMS FOR REGULATED AND HEALTH CARE CUSTOMERS OF SUPPLYLOGIC – If SupplyLogic notifies Seller or Seller is otherwise aware that the customer of SupplyLogic is in the health care industry or otherwise subject to federal, state or local regulation related to the costs of providing Deliverables or Services , then Seller agrees that, until the expiration of ten (10) years after the furnishing of any Deliverables and/or Services pursuant to the PO, Seller will make available, upon written request of any regulatory authority or any of their duly authorized representatives, copies of the PO and any books, documents, records and other data of Seller’s that are necessary to certify the nature and extent of the costs incurred by the SupplyLogic customer in purchasing such Deliverables and/or Services. Seller further agrees to notify SupplyLogic of any regulatory request for such books, documents, records or data.
Effective date – May 1, 2015; revised May 5, 2023; December 10, 2025