Terms & Conditions of Purchase
Last updated: April 14, 2025
1.ACCEPTANCE OF PURCHASE ORDER
The following terms and conditions (these “Terms and Conditions”) are applicable to the purchase of products and/or services (“Product” or “Products”) by Hana Technologies, Inc., or one of its Affiliates (“Hana” or “Buyer”), as identified on the face of the purchase order (“Purchase Order” or “PO”) issued to the supplier named on the face of the Purchase Order (“Seller”). These Terms and Conditions, together with the Purchase Order they are referenced in or accompany, and all documents named in the Purchase Order, constitute the entire and exclusive agreement between Seller and Buyer (collectively, the “Agreement”). The Agreement is effective on the earlier of: Buyer’s receipt of Seller’s notice of acceptance or acknowledgment, or Seller’s commencement of performance. If the parties have in effect a formal written agreement executed by duly authorized representatives of both parties related to the sale of the Products by Seller to Buyer (a “Formal Agreement”), and there is a conflict among the terms of the Formal Agreement and these Terms and Conditions, the terms of the Formal Agreement will be first in order of precedence and will prevail over these Terms and Conditions. If any terms on the face of Buyer’s Purchase Order differ from or add to these Terms and Conditions, the Purchase Order face terms shall take precedence over these printed Terms and Conditions. If Seller submits any other document that contains terms and conditions which are inconsistent with or in addition to the Agreement, including pre-printed terms in Seller’s quotation, acknowledgement, or invoice, then any such different or additional term or condition shall not alter the Agreement unless accepted in writing by Buyer. The sale of Products is expressly conditioned upon Seller’s acceptance of the Agreement. If the Purchase Order has been issued by Buyer in response to an offer, and if any of the terms of the Agreement are additional to or different from any terms of such offer, then Buyer’s acceptance of such offer, is expressly conditioned on Seller’s acceptance to additional and different terms and (ii) Seller’s acknowledgment that the Purchase Order and the Agreement states the parties’ entire agreement.
2. DEFAULT
Time is of the essence of the Purchase Order. Buyer may by written notice of default to Seller (a) terminate all or any part of the Purchase Order if Seller fails to perform, or so fails to make progress as to endanger performance of the Purchase Order in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure; and (b) procure, on such terms as it will deem appropriate, goods or services similar to those so terminated. Seller will continue performance of the Purchase Order to the extent not terminated and will be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy, and in lieu of termination for default, Buyer, 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 Purchase Order price will be negotiated. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of the Purchase Order, Seller will promptly notify Buyer in writing. If Seller does not comply with Buyer ‘s delivery schedule, Buyer may require delivery by fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by Seller. The rights and remedies of Buyer provided in this Section 2 will not be exclusive and are in addition to any other rights and remedies provided by the Uniform Commercial Code, by law, at equity or under the Purchase Order.
3. PRICES
The Purchase Order price for products must not be billed at a price higher than shown on the Purchase Order. If no price is set forth on the Purchase Order, the goods or services will be billed at the price last quoted or at the prevailing market price, whichever is lower, and, in any event, goods and services ordered on the Purchase Order will not be billed at a higher price than last quoted or charged without Buyer’s specific written authorization. Unless otherwise specified in the Purchase Order, the price includes all applicable taxes and packaging. The product price may not be raised whether due to increased material, labor, or transportation costs or otherwise, without Buyer’s prior written consent. Buyer will have no liability for payment of materials or goods, which are more than the quantities specified on the Purchase Order unless the change is accepted in writing on an updated Purchase Order. The Buyer’s agreement to any changes in quantities ordered must be documented in an updated Purchase Order before shipment and receipt of those additional quantities.
4. INVOICE AND PAYMENT
Invoices shall be sent on completion of services or delivery of goods and shall contain the Purchase Order number, item number, description of goods or services, quantities, unit prices, date(s) rendered and total purchase price. Buyer agrees to pay Seller the prices set forth on the Purchase Order. Any undisputed invoices shall be due and payable pursuant to the terms of the Purchase Order after Buyer’s receipt of a valid invoice. Due dates for payment of invoices should be in accordance with the mutually agreed upon Payment Terms as indicated in the Purchase Order. Any disputed invoices must immediately be brought to the attention of the Seller by the Buyer by written notice. The Buyer and Seller agree to discuss the disputed invoices within ten business days to reach a resolution before taking any further action.
5. PACKAGING
All goods must be packaged in the manner specified by Buyer and shipped in the manner and by the route and carrier designated by Buyer. If Buyer does not specify the way the goods must be packaged, Seller shall package the goods to avoid any damage in transit. If Buyer does not specify the manner of shipment, route, or carrier, Seller shall ship the goods at the lowest possible transportation rates, consistent with Seller’s obligation to meet the delivery schedule set forth in the Purchase Order (PO). Unless instructed otherwise, Seller shall: (i) ship in accordance with the instructions appearing on the PO; (ii) place the PO number, freight carrier name, number of cartons (in shipment), Seller part number / description and Hana Technologies, Inc. (HTS) part number(s) (when applicable) with HTS (tariff code) and ECCN on all packaging and shipping documents (when applicable); (iii) label shipping cartons with Hana Technologies, Inc. part number(s) (when applicable) and quantity, serial number(s) (when applicable) and item description; and (iv) when required, packing slip shall contain barcoding of the following: Hana PO number, Hana item ID, each lot number and associated quantity. Seller shall bear full responsibility for damage due to improper packing or shipping of the Products.
6. INSPECTION
All goods and services are always subject to inspection and test by Buyer in any event prior to final acceptance. Final acceptance or rejection of the goods or services will be made as promptly as practical after delivery except as otherwise provided in the Purchase Order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve Seller from responsibility for such goods or services as are not in accordance with the Purchase Order nor impose liabilities on Buyer for them. Buyer ‘s payment for the goods shall not constitute its acceptance of the goods. Goods rejected and goods supplied more than quantities ordered may be returned to the Seller at Seller’s expense. Payment, if any, made for any goods rejected hereunder shall be promptly refunded by Seller. Seller will provide and maintain an inspection and process control system acceptable to Buyer covering the goods and services ordered. Records of all inspection work by Seller will be kept complete and available to Buyer during the performance of the Purchase Order and for seven (7) years after Seller’s completion of the Purchase Order. If any of the goods or services are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of the Purchase Order, including any applicable drawings and specifications, then Buyer, 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 goods at Seller’s expense, require Seller to inspect the goods and remove nonconforming goods and/or require Seller to replace nonconforming goods or services with conforming goods or services. If Seller fails to make the necessary inspection, removal, and replacement in a time and manner satisfactory to Buyer, Buyer may at its option inspect and sort the goods; Seller will pay any related costs of that inspection.
7. ACQUISITION OF SELLER
In the event of the Seller’s acquisition by a third party, the parties agree that this Agreement shall continue in full force and effect with respect to any then-existing purchase orders, unless this Agreement is earlier terminated in accordance with its provisions. Buyer and Seller agree to cooperate to complete open Purchase Orders. In the event that the Seller discontinues a Hana Technologies custom product, the Seller agrees to cooperate with Buyer and provide reasonable assistance to affect the orderly and efficient transfer of the product to an acceptable alternate supplier. This Seller Transfer Assistance shall include, but not be limited to: (a) continued payment from the Buyer to Seller for completed and delivered product as specified on the Purchase Order; (b) cooperation with the Buyer for a mutually agreed-upon transition period following termination or expiration, to ensure the orderly transfer of the Product to an alternate supplier; (c) continued cooperation with the Buyer, on mutually agreeable terms, to manage and transfer all inventory the Seller holds related to open Purchase Orders, including the associated payment for such inventory; and (d) the cooperation in providing all necessary actions and documents, electronic or otherwise, relating to the transfer (including shipping) of the Product to the Buyer or its designated third party (alternate supplier). The provisions of Section 8 of the Agreement shall survive the termination or expiration of the Agreement. Buyer shall be responsible for costs incurred by the Seller in providing Transfer Assistance.
The Seller shall protect Buyer’s Confidential Information as detailed in Section 15.
8. LIMITED WARRANTY AND INDEMNITY
Seller will transfer to Buyer any transferable warranties or indemnities that the manufacturer of the Product or the third-party vendor/service provider provides to Seller. Seller warrants and represents that; (i) all goods furnished on the Purchase Order are authentic and fully comply with all applicable laws; (ii) such goods do not infringe upon any patents, trademarks, labels, copyrights, or other proprietary rights; and (iii) Seller warrants and represents that all services provided hereunder will be performed in a manner acceptable in the industry and in accordance with generally accepted standards for such services. Seller warrants and represents that all goods sold hereunder or pursuant hereto will be free of any liens, will be of merchantable quality, free from all defects in design, workmanship, and materials, and will be fit for the purposes for which they are purchased and that all goods and services provided hereunder conform to the samples, drawings, designs, or other requirements approved by Buyer. Seller shall indemnify, defend and hold harmless Buyer and Buyer’s parent company and their subsidiaries, affiliates, and their respective directors, officers and employees and Buyer’s customers against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any rights hereunder and the cost of pursuing any insurance providers arising out of or occurring in connection with the goods purchased or services received from Seller or Seller’s negligence, willful misconduct or breach of these Terms and Conditions. Seller shall not enter any settlement without Buyer’s or Indemnitee’s prior written consent and approval.
9. STATUTORY CONFORMANCE
With respect to the products ordered under the Agreement, Seller warrants and agrees that it has complied with all applicable US federal, state, and local laws, codes, and requirements. Seller warrants that all products supplied to Hana Technologies, Inc. comply with all applicated laws in the EU and transposed directives into national laws in the member states, e.g., environmental legislation such as substance regulation RoHS/REACH, technical conformity CE and waste management. Seller will provide information and supporting documents to this effect as reasonably requested by Hana Technologies, Inc. Seller represents and warrants that any gold, tantalum, tin or tungsten included in the Products provided to Hana Technologies, Inc. by Seller either (i) came from recycled or scrap sources or did not originate from any location deemed a conflict zone by the SEC; and (ii) complies with US conflict minerals law (Section 1502 of US Dodd Frank Act). Seller agrees to indemnify and hold harmless Hana Technologies, Inc., its successors and assigns, and the customers of any of them from any loss, damage, costs and expenses which may be incurred by non-compliance of Seller with this paragraph.
10. INTELLECTUAL PROPERTY
Seller further always warrants to Buyer that all Goods and/or Services (including any Deliverables) will not be in violation of or infringe any Intellectual Property Rights of any person.
11. BUYER’S PROPERTY
All tooling, equipment, and material furnished to Seller by Buyer, including Intellectual Property herein, or specifically paid for by Buyer, shall remain the property of Buyer. Buyer’s property, while in Seller’s custody or control, shall be labeled as property of Buyer and held at Seller’s risk and insured by Seller at Seller’s expense for the replacement cost with loss payable to Buyer. Buyer’s property shall only be used for manufacturing of material for Buyer unless otherwise approved by Buyer in writing. Such Property shall be returned, in good condition, allowing for normal wear, to Buyer immediately upon Buyer’s request to Buyer’s facility.
12. EXPORT
Seller acknowledges and agrees that Hana Technologies Inc. may legally export Products as allowed by the export control laws, regulations and orders of the United States and other countries to which it may ship Products. The parties shall observe and comply with all applicable laws, rules, and regulations applicable to the performance of their respective obligations under the Agreement including, but not limited to, anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act) and regulations in respect of export of Products.
13. LIMITATION OF LIABILITY
Hana Technologies Inc. will not be liable for indirect, special, incidental, and/or consequential damages of any nature arising out of or related to the Purchase Orders or any termination, rejection, or revocation of acceptance of Purchase Orders, including without limitation, business interruption costs, procurement costs, loss of profit or revenue, promotional or manufacturing expenses, overhead, injury to the reputation of Seller, or loss of customers, even if Hana Technologies Inc. has been advised of the possibility of such damage. In no event will Hana Technologies Inc.’s liability exceeds the price set forth in the Purchase Order. Seller shall maintain such public liability insurance (including products liability, completed operations) in such amounts as will adequately protect Buyer against damages, claims, losses and expenses (including attorney’s fees) and shall produce Certificates of Insurance if requested by Buyers.
14. CERTIFICATION OF AUTHENTICITY
Hana Technologies Inc. requires all purchased components to be certified for authenticity and that no counterfeit parts are used to satisfy the requirements outlined in the Purchase Order. Seller hereby, represents and warrants that all components sold to Hana Technologies, Inc come from original equipment manufacturers (“OEMs”) and/or authorized OEM distributors. At Hana Technologies, Inc.’s request, Seller will provide evidence of such compliance, which may include a Certificate of Conformance (“CoC”) and/or a Certificate of Authenticity (“CoA”) from OEMs or authorized OEM distributors. All components shipped against Hana Technologies, Inc. Purchase Orders must be traceable to the OEM.
15. CONFIDENTIALITY
Seller acknowledges that certain information provided by Hana Technologies, Inc. in connection with the Purchase Order is confidential in nature. “Confidential Information” means any business, technical, specifications, designs, drawings, financial, prototypes or process techniques of Hana Technologies, Inc. an affiliate or other third party, which at the time of disclosure, is reasonably understood to be confidential in nature, including the identity of the parties and the fact that the parties are in contact with each other (collectively, “Confidential Information”). Seller shall hold Confidential Information in confidence and shall not disclose Confidential Information to third parties. The obligation to keep information confidential shall not apply to any such information that has been disclosed in publicly available sources; is, through no fault of the party receiving the confidential information, disclosed in a publicly available source; is in the rightful possession of the party receiving the confidential information without an obligation of confidentiality; or is required to be disclosed by operation of law. Seller may only use Confidential Information for the purpose of fulfilling its obligations under the Purchase Order. Seller shall, upon written request by Hana Technologies, Inc., promptly return and/or destroy and certify as destroyed all Confidential Information in its possession or control, as well as all material which incorporates any Confidential Information. Seller shall not disclose, without the prior written consent of Hana Technologies, Inc., any Confidential Information to any third party other than its employees and contractors under similar obligations of confidence who have a need to know such information. All obligations of confidentiality and non-disclosure set forth in the Purchase Order survive, without limitation, the expiration or earlier termination of the Purchase Order. Where the parties have entered into a separate non-disclosure agreement which covers the subject-matter of the Purchase Order, that non-disclosure agreement, to the extent applicable, shall supersede this Section.
16. CODE OF CONDUCT
Seller shall review Buyers’ Supplier Code of Conduct (“Code”) and Hana’s Sustainable Procurement Policy (“Policy”) available at hana.family under downloads and shall strictly comply with the Code and Policy as presently drafted and accepted at PO confirmation, as it may be amended by Buyer from time to time. Seller shall require that all subcontractors and suppliers that manufacture or assemble products for Hana Technologies, Inc. comply with the Code and Policy. In the event of any breach of either, Buyer may provide Seller with the opportunity to come into compliance. Failure to comply with the Code and/or Policy may give rise to cancellation of the Purchase Order, as provided under paragraph 2.
17. FORCE MAJEURE
Except for payment obligations of Buyer hereunder, neither party shall be liable under the purchase agreement for delays in performance or failure to perform its obligations caused by circumstances beyond its control, including but not limited to, acts of God, wars, riots, strikes, floods, labor disputes, accidents, and governmental restrictions.
18. GENERAL
- These Terms and Conditions shall be governed, construed, and enforced in accordance with the laws of the State of Ohio and the federal laws of the United States of America applicable therein. The courts of the Governing State shall have jurisdiction and venue over all controversies arising out of, or relating to, the Agreement. The laws and courts of the State of Ohio will apply without reference to Ohio’s conflict of laws principles; and the state or federal courts of Cuyahoga County, Ohio shall have jurisdiction and venue over all controversies arising out of, or relating to, the Agreement.
- Seller may not assign the Purchase Order without the prior written consent of Hana Technologies, Inc. The Agreement is binding on all successors and assigns.
- The Agreement can only be modified in writing signed by authorized representatives of both Hana Technologies, Inc. and Seller.
- Hana Technologies, Inc. and Seller are independent contractors and agree that the Purchase Order does not establish a joint venture, agency relationship, or partnership.
- Hana Technologies, Inc.’s failure to object to any communication, document, or action of Seller will not be deemed a waiver of any of these Terms and Conditions. Notwithstanding any other remedies provided in the Purchase Order, Hana Technologies, Inc.’s retains all rights existing at law or equity, and Hana Technologies, Inc.’s failure to affect cover does not bar it from any other remedy.
- The unenforceability of any of these terms or conditions will not affect the remainder of the Terms or Conditions.
