Standard Purchase Order Terms and Conditions

These Standard Purchase Order Terms and Conditions (the “Terms and Conditions”) govern the purchase order to which these Terms and Conditions are attached or incorporated by reference (the “Purchase Order”) issued by Madix, Inc. (“Madix”) to the seller identified in the Purchase Order (“Supplier”). Madix and Supplier may be referred to herein collectively as the “Parties,” and each of them, a “Party.”

1. DEFINITIONS

1.1 "Contract Documents" shall mean (1) the Purchase Order, (2) these Terms and Conditions, (3) any plans, specifications, addenda or other documents attached or referred to, or incorporated into the Purchase Order, and (4) any written supply agreement between Madix and Supplier which: (a) provides for the purchase by Madix and the sale by Supplier of goods or services which include the type of goods or services which are the subject of the Purchase Order in question and (b) either attaches or otherwise incorporates by reference these Terms and Conditions or substantially similar terms and conditions of Madix.

1.2 "Destination" shall mean the location or facility to which the Goods are to be delivered, as indicated in the Purchase Order, or as otherwise designated by Madix in writing.

1.3 "Goods" shall mean all of the merchandise, material, equipment, machinery, systems, parts and other personal property described in the Purchase Order or on any of the plans, specifications or other documents attached, referred to or incorporated into the Purchase Order.

1.4 "Services" shall mean all services necessary to fabricate, manufacture, assemble, deliver, install, test, operate and startup (if applicable) all of the Goods, and all other work or services described in the Purchase Order.

2. AGREEMENT

2.1 Supplier agrees to provide the Goods and Services described in the Purchase Order at the price(s) specified in the Purchase Order, in accordance with the terms of the Contract Documents.

2.2 The first to occur of a written acknowledgment of all or any part of this Purchase Order; the furnishing of all or any part of the Goods or Services; acceptance of payment under the Purchase Order; and/or the commencement of performance of any part of the Purchase Order shall constitute Supplier’s complete and unconditional acceptance of this Purchase Order, the Terms and Conditions and all of the Contract Documents.

2.3 Any acceptance of this Purchase Order is limited to acceptance of the express terms contained in these Terms and Conditions and the other Contract Documents. Any additional terms, conditions or limitations proposed by Supplier in any order confirmation or other form or document are hereby objected to and rejected by Madix, unless expressly agreed to in writing by an authorized representative of Madix. Any attempt by Supplier to vary any of the Contract Documents shall be deemed material and are hereby objected to and rejected by Madix.

2.4 In the event Supplier receives a Purchase Order offer from any person or entity purporting to be an agent of Madix containing terms which reasonably appear to be outside of the ordinary course of business or otherwise inconsistent with previous terms requested by Madix and accepted by Supplier, Supplier shall: (i) notify Madix’s Director of Purchasing in writing, and (ii) take reasonable steps to confirm such terms with an authorized representative of Madix. For the avoidance of doubt, any breach of this Section.

2.4 will: (i) prohibit Supplier from accepting such Purchase Order offer, (ii) be deemed notice to Supplier that any such person or entity is not duly authorized by Madix to extend an offer to Supplier through such Purchase Order, and (iii) relieve Madix of any obligations thereunder.

3. PRICE

The price as stated on the Purchase Order shall include all applicable taxes and any charges for shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, crating, and delivery to and loading on or in the transport system specified in the Purchase Order (unless the Purchase Order specifically provides that any such charges are to be paid by Madix), and, in any event, shall be stated separately on all invoices and billing documents. Supplier warrants that the prices for the Goods and Services are not less favorable than those currently extended to any other customer to the same or similar Goods or Services in similar quantities. In the event Supplier reduces its price for such Goods or Services prior to completion of the Purchase Order, Supplier shall reduce the corresponding prices hereunder accordingly.

4. PAYMENT

4.1 Payments shall be due in accordance with the number of days set forth on the Purchase Order after the date on which (i) Madix has received an invoice in compliance with the terms of the Purchase Order, together will all other documentation required herein; (ii) all of the Goods have been correctly and timely delivered, or the Services performed, in strict compliance with the Contract Documents; and (iii) Madix has accepted all of such Goods and Services in writing. Unless otherwise specified in the Purchase Order, payment shall not be due until all Goods and Services have been delivered and performed, and Madix shall not be obligated to make deposits, prepayments, or partial payments of any kind.

4.2 In the event Supplier delivers nonconforming Goods or Services, payment shall not be due until the number of days set forth on the Purchase Order after all nonconforming Goods and Services have been repaired, replaced, or corrected in accordance with the terms hereof, and accepted by Madix in writing; provided, however, that if Madix purchases any part of the Goods or Services from any other person or entity after any breach by Supplier, including failure to deliver or delivery of nonconforming Goods and Services, payment shall not be due until the number of days set forth on the Purchase Order after Madix has had a reasonable opportunity to determine all costs, liability or other expenses incurred by Madix to repair or replace any defective or nonconforming Goods and Services.

4.3 Neither physical receipt of Goods or Services, nor payment of Supplier' s invoice in order to secure cash discounts, shall constitute acceptance of any Goods or Services.

5. DELIVERY

5.1 Time of performance is of the essence of this Agreement. Supplier's failure to timely deliver Goods or Services to the Destination(s) specified in the Purchase Order shall constitute a material breach. Supplier shall be entitled to an extension of time only to the extent that Madix expressly consents to such extension in writing. Supplier shall be liable to Madix for all damages, costs, losses, liabilities and expenses, which Madix may sustain because of failure or delay in delivery of Goods and Services or delivery of nonconforming Goods and Services including, without limitation, claims and damages incurred by Madix due to a claim by its customer(s). If Goods or Services are not delivered at the time and Destination specified, Madix may, in addition to all other rights and remedies hereunder or available at law, cancel the Purchase Order, purchase or otherwise acquire all, or any part of the Goods or Services from any other person or entity, deduct all of the costs, liability and expense thereof from any amounts otherwise due Supplier, and recover from Supplier any excess costs, losses, liabilities, damages and expense incurred by Madix.

5.2 For all Goods shipped from within, or into, the United States of America (“USA”), which contain materials deemed "hazardous" under applicable law, Supplier shall furnish all Material Safety Data Sheets applicable to the Goods, and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated thereunder. Additionally, Supplier shall ensure that all packaging, labeling and shipping of any substances that are deemed "hazardous" under applicable international, United States, state or local law, shall be packaged, labeled and shipped in accordance the same.

5.3 Each delivery of Goods must include a Certificate of Country of Origin and harmonized tariff Schedule B code for all Goods, which must be contained in Supplier's invoice as a Certificate of Origin, or a properly completed NAFTA Certificate of Origin must be furnished with each delivery of Goods.

6. TITLE AND RISK

6.1 All Goods being delivered to a Destination within the USA shall be delivered F.O.B. Destination.

6.2 All shipments of Goods originating outside of the USA shall be delivered DDP Destination (Incoterms 2020).

6.3 Title to and risk of loss of all Goods shall remain with Supplier until delivered and accepted by Madix in accordance with these Terms and Conditions.

7. INSPECTION AND ACCEPTANCE

7.1 Madix shall have a reasonable time after delivery of all Goods or performance of all Services to inspect such Goods and Services and shall further have the right to inspect all Goods during the period of manufacture, fabrication or assembly, and at all other times, and to reject any or all Goods or Services which do not conform to the Contract Documents. Goods rejected and Goods supplied in excess of quantities specified herein may be returned to Supplier at Supplier’s expense, in addition to Madix's other rights. Supplier shall pay or reimburse Madix for all expenses for unpacking, examining, repacking and reshipping such excess Goods. In the event defects or nonconformity in Goods are not apparent upon examination, Madix shall not be deemed to have waived such defect or non-conformity by acceptance, payment or any other act or omission.

7.2 At Madix's option, Supplier shall promptly (a) repair or replace all damaged, defective, or nonconforming Goods and (b) reperform defective or non-conforming Services or, Madix may obtain such Goods and Services from a third party, or cause the same to be repaired, replaced or re-performed at Supplier's expense.

8. CANCELLATION

8.1 Madix reserves the right to partially or completely cancel the Purchase Order and terminate the Contract Documents without cause at any time in its sole discretion by written notice to Supplier. Supplier will immediately cease all procurement, production and shipment of Goods. Madix shall pay only the costs incurred by Supplier which are directly attributable to the procurement, production and shipment of materials for the Goods and Services completed prior to the date of cancellation, and Madix shall have no other liability to Supplier in connection with any such cancellation. Madix shall not be liable for cancellation charges, nor restocking charges, unless otherwise specified on the Purchase Order. All materials and partially completed work for which Supplier receives payment shall become the sole property of Madix and shall be held by Supplier free of charge pending receipt of Madix's disposition instructions, which Supplier shall promptly carry out.

8.2 Madix may also terminate this Purchase Order and the Contract Documents, or any part thereof, by written notice and without liability to Supplier, for cause in the event of any breach or default by Supplier o under the Contract Documents, including without limitation any late or incomplete deliveries, delivery of defective Goods, or failure to provide Madix, upon request, reasonable assurances of future performance. In the event of termination for cause, Supplier shall be liable to Madix for any and all damages sustained by Madix.

9. INTELLECTUAL PROPERTY RIGHTS

Supplier shall defend (at Madix’s option and with counsel acceptable to Madix), indemnify and hold harmless Madix, its officers, directors, employees, agents, customers, representatives, successors, assigns and any user of the Goods or Services from and against any and all costs, expenses, losses, liabilities or damages (including without limitation attorneys’ fees) suffered or incurred as a result of the actual or alleged infringement of the intellectual property rights of a third party, including without limitation patent or patent applications, trademarks, copyrights, or other rights, or misappropriation of trade secrets or of confidential relationship or disclosure of confidential information. Upon receipt of notice of a claim for which indemnity is due under this clause, Supplier shall provide Madix written notice of its acceptance of its obligation to defend and indemnify such claims and shall identify and designate attorneys to provide such defense, which shall be subject to Madix' s reasonable acceptance. Supplier shall not settle any such claim without Madix’s prior written consent.

10. CONFIDENTIALITY

10.1 Supplier shall cause itself, and each of its employees, officers, directors, agents, and subcontractors (collectively, “Representatives”) to hold in confidence, any and all information contained on the Purchase Order and in any of the Contract Documents, together with all information obtained from Madix or communicated to Supplier in connection with this Purchase Order, whether before or after the acceptance hereof and including without limitation all information about the Goods and Services, Madix customers, the plans and specifications, all prices and financial information of any kind or character, trade secrets, marketing and business operations(collectively, “Confidential Information”). Supplier shall not, and shall ensure that its Representatives do not, disclose any Confidential Information to any third party or use Confidential Information for any purpose other than performing Supplier's (or such subcontractor's) obligations under the Purchase Order. Supplier shall be liable for any breach of this Section 10 by its Representatives as if they were parties hereto. Confidential Information does not include information that is: (a) in the public domain without breach of this Agreement by Supplier or its Representatives, (b) known to Supplier at the time of disclosure as substantiated by written documentation; or (c) rightfully obtained by Supplier on a non-confidential basis from a third party.

10.2 Supplier shall not release any advertising, public relations or press release mentioning Madix, or any of the Goods or Services, nor quoting any statements by Madix or any of Madix's employees, or otherwise use the name, logo or trademarks of Madix without the prior written consent of Madix.

11. WARRANTIES

11.1 Unless otherwise specified in the Purchase Order, Supplier represents and warrants that for a period of two (2) years (or longer if stated by Supplier's warranty provisions) from the date of acceptance that all Goods and Services shall be free from defects in materials and workmanship; shall conform to all specifications, drawings, and other requirements of the Contract Documents, including without limitation any performance specifications, drawings or samples; are new, and are free from any liens or encumbrances of title of any kind, and do not and will not infringe or misappropriate the intellectual property rights of any third party. Supplier further represents and warrants that all Goods and Services are merchantable and fit for the particular purposes reflected or described in, or ascertainable from, the Contract Documents, and that the manufacture, sale, delivery, installation, operation and performance of the Goods and Services will be in accordance with all applicable law. Inspection, testing, acceptance or use of the Goods or Services shall not affect Supplier's obligation under this warranty, and all such warranties shall survive inspection, testing, acceptance, payment and use. This warranty shall run in favor of Madix, its successors, assigns, customers and users of any products or services sold or furnished by Madix. Supplier shall promptly replace or correct any Goods or Services not conforming to the foregoing warranty promptly and without expense to Madix, its customers or any user of products or services sold by Madix, when notified of such nonconformity by Madix. If Supplier fails to correct or replace nonconforming Goods or Services promptly, Madix may make such corrections or replace such Goods or Services and Supplier shall reimburse Madix for all costs incurred by Madix in doing so. The possible remedies described in this section and elsewhere in these Terms and Conditions are non-exclusive and Madix expressly reserves all remedies available at law or equity.

11.2 If Supplier is responsible for any part of the design of any of the Goods or Services, Supplier further warrants, for the same period of time, that all Goods and Services delivered under this Purchase Order are free of defects in design, meet all specified performance requirements of Madix and are fit and sufficient for the purposes intended by Madix.

11.3 Supplier represents and warrants that each chemical substance constituting or contained in any of the Goods is not on the list of chemical substances compiled and published by the administrator of the Environmental Protection Agency pursuant to the Toxic Substance Control Act as amended.

12. SECURITY

Supplier represents, warrants, and covenants that it will implement and maintain appropriate technical, administrative and organizational safeguards to protect information and data transmitted or otherwise provided to Supplier by or on behalf of Madix, including without limitation information or data that identifies or reasonably could identify a natural person (collectively, “Madix Data”) that are no less rigorous than accepted industry standards for information security and will ensure that all such safeguards comply with all applicable data protection laws. In assessing the appropriate level of security, Supplier will take into account the risks that are presented by processing Madix Data, in particular from accidental, unauthorized, or unlawful destruction, loss, alteration, damage, disclosure of, or access to Madix Data transmitted, stored, or otherwise processed.

13. DATA BREACH

In the event of any actual or suspected unauthorized or unlawful acquisition, access, use, destruction, alteration or disclosure of Madix Data (a “Security Breach”), Supplier will (a) notify Madix immediately but no later than 48 hours after Supplier or any subprocessor becomes aware of such data breach; (b) provide Madix with sufficient details of the Security Breach to allow Madix to meet any obligations under any applicable data protection laws to report or inform data subjects or relevant regulators of the data breach; and (c) cooperate, and require any subprocessor to cooperate, with Madix in the investigation, mitigation, and remediation of any such Security Breach.

To the extent incurred in connection with a Security Breach, Supplier will be responsible for: (a) Madix’s attorneys’ and consultants’ fees; (b) the cost of providing notice to affected data subjects; (c) the cost of providing notice to regulators, credit bureaus, or other required entities; (d) the cost of providing affected data subjects with credit monitoring and protection services for twelve (12) months (or longer, if required by applicable data protection laws) to the extent the disclosure of the affected data subject’s Madix Data could lead to a compromise of the data subject’s credit or credit standing or if otherwise required by applicable data protection laws; (e) the cost of any other legally required or industry standard measures; and (f) fines or penalties attributable to the Security Breach.

In the event that Supplier experiences unauthorized access to an email or other communications channel that leads to an unauthorized individual intercepting communications with a third party, including but not limited to Madix, or allows such unauthorized person to communicate with third parties by impersonating Supplier, including but not limited to Madix, Supplier will notify Madix immediately. Supplier will be responsible for bearing the risk of loss related to any payments made under the Contract Documents that were diverted, misapplied, or otherwise not received by Supplier as a result any of fraudulently-issued payment instructions.

14. INDEMNITY

14.1 Supplier shall indemnify, defend (at Madix’s option and with counsel acceptable to Madix) and hold harmless Madix, its officers, directors, employees, agents, successors, assigns, customers and any users of products or services purchased from Madix from any and all claims, liabilities, losses, damages, costs or expenses (including attorneys' fees), whether third party or direct, arising out of or relating to: (a) injuries or deaths of persons (including without limitation Madix's employees) or damage to property (including without limitation Madix's property) resulting from, arising out of or in connection with the performance of the Services or the manufacture, delivery, transport, or use of the Goods, or any defect therein; (b) Supplier’s breach of any representation, warranty, covenant or obligation under the Contract Documents; (c) Supplier’s violation of applicable law, including without limitation OSHA (as defined below); and (d) any and all liens or claims for payment made by any supplier, fabricator, subcontractor or laborer of Supplier, for work, labor, equipment, material or services furnished to or at the request of Supplier.

15. INSURANCE

15.1 At all times during the term of this Agreement, Supplier shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate with financially sound and reputable insurers reasonably acceptable to Madix. All such insurance shall: (a) be primary and not contributory with respect to any other policy under which Madix is a named or additional insured; (b) shall name Madix as an additional insured; and (c) shall require Supplier’s insurer(s) to waive all rights of subrogation against Madix. At any time upon Madix’s request, Supplier shall provide Madix with a certificate of insurance evidencing the foregoing coverage. Supplier shall notify Madix in writing at least thirty (30) days prior to any cancellation or material change in coverage.

16. COMPLIANCE WITH LAW

16.1 Supplier shall not, in performing any work required under this Purchase Order, discriminate against any person because of race, color, religion, sex, national origin, physical or mental handicap, age, or status as a disabled veteran or veteran of a foreign war.

16.2 Supplier agrees to comply with the provisions of the Occupational Safety and Health Act of 1970 ('“OSHA”), and all standards and regulations issued thereunder, and warrants to Madix and to Madix's customer and any user of products purchased from Madix that all Goods and Services conform to those standards and regulations.

16.3 Supplier warrants that all suppliers, fabricators, laborers and subcontractors which perform work or provide goods or services in connection with the Goods and Services have been paid in full.

17. WAIVER OF CONSEQUENTIAL DAMAGES.

In no event shall Madix be liable to Supplier for any lost profits or any consequential, incidental, indirect or special damages arising out of or related to the Contract Documents, whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether Madix has been advised of the possibility of such damage.

18. ASSIGNMENT

Neither the Contract Documents nor any of Supplier's obligations herein are assignable to any other person or entity without Madix's prior written consent. Madix shall have the right to assign all or any part of the Contract Documents to any other person or entity.

19. INSOLVENCY AND BANKRUPTCY

If Supplier becomes insolvent, or files proceedings under any provision of the Bankruptcy Act or Bankruptcy Code, or makes an arrangement with its creditors, or has a receiver or administrator appointed for any of its assets, or commences dissolution, Madix may without prejudice to any of its other rights, terminate the Contract Documents by notice to Supplier.

20. ENTIRE AGREEMENT

The Contract Documents contain the entire agreement between Supplier and Madix and supersede all prior communications, representations and agreements, whether oral or written, including without limitation order confirmations, inquiries, quotations or other communications issued by Supplier (unless expressly incorporated into the Purchase Order). The Contract Documents may only be modified by a written document signed by both parties.

21. GOVERNING LAW, VENUE AND ATTORNEY’S FEES

This Purchase Order Terms and Conditions shall be construed and interpreted in accordance with the laws of the State of Texas, without regard to its conflict of laws provisions. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind against the other party in any war arising from or relating to the Contract Documents in any forum other than the state and federal courts located in Kaufman County, Texas, and each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. In the case of a claim or dispute, Madix shall be entitled to recover its reasonable attorney’s fees from Supplier.

22. SEVERABILITY

If any provision of these Terms and Conditions shall be held, to any extent, illegal or unenforceable by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Contract Documents or invalidate or render unenforceable such term or provision in any other jurisdiction.

23. WAIVER

No waiver by a party of any of the provisions of the Contract Documents shall be effective unless expressly set forth in writing and signed by the waiving party. No failure or delay in exercising any right, remedy, power or privilege arising from the Contract Documents shall operate or be construed as a waiver thereof.

24. SURVIVAL

Any provision of the Contract Documents that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or termination of the Contract Documents for any reason, including without limitation Sections 5, 7, 8, 9, 11, 14, 17, 21 and 24 of these Terms and Conditions. Section 10 of these Terms and Conditions shall survive the termination or expiration of the Contract Documents for a period of five (5) years; provided, however, that with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations under Section 10 of these Terms and Conditions shall survive until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omissions of Supplier or its Representatives.

Last Updated: 04/25/2025