The Olander Family of Companies Terms and Conditions of Purchase (TCP)

1. Offer, Acceptance, and Entire Agreement

These Terms and Conditions of Purchase ("TCP"), together with any accompanying or referenced purchase order(s) ("POs") issued by The Olander Family of Companies ("Olander"), constitute Olander's offer to purchase products and/or services from the seller identified in the PO ("Seller"). This offer expressly limits acceptance to the terms contained herein. Any additional, different, or conflicting terms proposed by Seller in any form, including quotations, acknowledgments, or invoices, are hereby rejected and shall have no force or effect unless expressly agreed to in writing and signed by an authorized representative of Olander.

Seller accepts this offer and agrees to be bound by this TCP and applicable POs (collectively, the "Agreement") by any of the following actions:

Signing and returning the PO or acknowledgment;
Sending an electronic confirmation (e.g., via email or EDI);
Commencing or continuing performance; or
Any other conduct that reasonably indicates acceptance.

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, communications, and understandings, whether oral or written. No modification or waiver of any provision shall be valid unless in a written instrument signed by authorized representatives of both parties. No course of performance, dealing, or trade usage shall modify or interpret the terms herein. These terms apply to all current and future POs issued by Olander, unless otherwise agreed in writing.

2. Prices

Unless otherwise stated in the PO or this Agreement, the price specified in the PO ("Purchase Price") is firm and inclusive of all costs related to the sale and delivery of the products or services, including but not limited to taxes, tariffs, duties, packaging, insurance, and handling. Olander shall not be liable for any charges beyond the Purchase Price unless agreed to in writing.

Seller is solely responsible for all taxes based on its income or business operations and shall indemnify Olander from any such liabilities. Any attempt to increase prices post-acceptance without written agreement shall be null and void.

3. Delivery, Shipping, and Packaging Requirements

Delivery: Time is of the essence. Seller shall deliver all products/services strictly in accordance with the PO schedule. Failure to do so constitutes a material breach.

If a delay is anticipated or occurs, Seller must notify Olander immediately with an explanation and revised delivery schedule. Olander reserves the right to:

Accept revised schedules;
Reject late deliveries;
Cancel the PO without liability;
Procure substitutes at Seller’s expense; or
Pursue all available remedies.

Packaging: Seller must ensure proper packaging for ground or air transportation. Improper packaging that causes damage may result in rejection and return at Seller’s expense.

Shipping: Unless otherwise stated, all shipments are F.O.B. Seller's U.S. distribution point. Title and risk of loss pass to Olander upon loading. Seller shall:

Follow Olander's PO instructions;
Meet packaging and labeling standards for safety and preservation of goods as appropriate;
Include accurate shipping documents with Olander PO number;
Bear costs for noncompliance with instructions.

4. Supplier Quality and Compliance Requirements

Olander reserves the right to audit certifications and supplier compliance at any time.

CMRT (“Conflict Minerals Reporting Template”) Statement:
- Olander requires all suppliers to source materials responsibly and comply with applicable regulations regarding conflict minerals, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 1502. Olander is a distributor of commercial fasteners and other Class C products, and we do not typically receive chemical composition data from manufacturers, therefore we rely on our suppliers to ensure that any products supplied are sourced in accordance with ethical and legal standards. By accepting a purchase order from Olander, the supplier certifies that any materials provided comply with applicable conflict minerals regulations to the best of their knowledge and sourcing capabilities.
Restricted Regions Statement:
- Olander does not accept materials from any regions subject to trade restrictions, sanctions, or embargoes as defined by the United States government, European Union, or other applicable regulatory bodies. Suppliers are responsible for ensuring that all materials provided comply with these restrictions. Any materials found to be of restricted origin will be subject to immediate rejection and return at the supplier’s expense and may result in removal from Olander’s approved supplier list.
Country of Origin Requirement:
- All suppliers are required to provide Country of Origin (COO) information on all shipping documents accompanying each shipment, including but not limited to packing slips, invoices, and certificates of compliance. Each item shipped must have a clearly stated COO to ensure compliance with trade regulations, import/export laws, and customer requirements.
- Shipments lacking COO documentation will be subject to rejection and return at the supplier’s expense. Failure to comply with this requirement may result in removal from Olander’s approved supplier list.

AS9100D Purchasing Standard Terms and Conditions

The requirements in this section apply to items purchased under the AS9100D standard. Olander will identify which industry-critical items are covered by these AS9100D requirements. As part of these Terms and Conditions, the supplier is committed to:

Implement and maintain a quality management system (QMS); that includes:

using a customer-designated or approved external providers, including process sources (e.g. special processes);
notifying the organization of nonconforming processes, products, or services and obtain approval for their disposition or proposed resolution within 48 business hours of becoming aware of an issue which impacts current or previous Olander purchases;
preventing the use of counterfeit parts or products and notifying Olander within 48 business hours of becoming aware of an issue with suspected or confirmed counterfeit parts or products which impact current or previous Olander purchases;
notifying the organization of changes to processes, products, or services, including changes of their external providers or location of manufacture, and obtain the organization’s approval or acknowledgement in writing;
flowing down to external providers applicable requirements including customer requirements through a documented process or procedure;
providing test specimens for design approval, inspection/verification, investigation, or auditing upon written request;
retaining documented information, including retention periods and disposition requirements for a minimum of 10 years and providing access to Olander upon written request within 7 days;
provide the right of access by the organization, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain within 14 days following written request unless otherwise agreed to in writing;

ensure that employees and persons representing the supplier are aware of:

their contribution to product or service conformity (e.g. proper training);
their contribution to product safety (e.g. counterfeit prevention);
the importance of ethical behavior (e.g. employee code of conduct)

5. Product Warranty, Inspection, and Remedies

Warranty: Seller warrants that all products:

Conform to specifications, drawings, and samples;
Are merchantable, defect-free, and fit for intended purpose;
Are free of liens or IP infringement;
Comply with all applicable laws and regulations.

These warranties:

Survive inspection, acceptance, and payment;
Extend to Olander, its successors, and end users;
Are in addition to any statutory or implied warranties.

Inspection and Rejection:

Supplier Inspection of Products:
Seller represents and warrants that all products supplied to The Olander Family of Companies have undergone appropriate incoming inspection and quality checks prior to shipment. At a minimum, Seller shall verify conformance to applicable specifications, part numbers, and purchase order requirements. Inspections must be performed in accordance with generally accepted industry practices such as ANSI/ASQ Z1.4 or NIST-referenced methods for sampling and visual/mechanical inspection, as applicable.

Seller shall not rely solely on manufacturer-supplied documentation for quality assurance and must perform its own verification unless otherwise agreed in writing by Olander. Failure to perform incoming inspection may constitute a breach of contract and may result in product rejection, return at Seller’s expense, or removal from Olander’s approved supplier list.

Olander may inspect products post-delivery and reject any that are:

Nonconforming, late, over/under quantity, damaged, or undocumented.

Olander may return or hold rejected goods at Seller’s expense and require repair, replacement, or refund.

Remedies: Olander may:

Cancel the PO;
Require repair/replacement;
Procure substitutes and recover costs;
Offset damages against amounts due to Seller;
Return excess goods at Seller’s cost.

6. Changes and Cancellations

No modification of the Agreement or PO shall be valid unless agreed to in writing by both parties. Olander is not liable for unauthorized changes. Olander may cancel a PO at any time without liability, unless cancellation fees are agreed to in advance in writing.

7. Indemnity

Seller shall indemnify, defend, and hold harmless Olander and its affiliates from any claims, losses, or expenses arising from:

Breach of this Agreement;
Product nonconformance;
Negligence or misconduct;
IP infringement;
Regulatory violations;
Environmental liabilities.

Olander will provide prompt notice of any claim and may assume control if Seller fails to defend it.

8. Confidentiality and Data Security

Seller shall keep Olander’s confidential information secure and use it only to fulfill its obligations. If handling electronic data, Seller must implement safeguards (e.g., NIST SP 800-171) and report breaches within 72 hours. Confidential data must be returned or destroyed upon request or termination.

9. Ownership of Work Product and Tooling

All intellectual property developed for Olander is Olander’s sole property. Work Products are considered "works for hire" or are assigned to Olander. Seller shall mark and safeguard all Olander-owned tooling and use it only for Olander’s work. Seller must return or dispose of tooling per Olander’s instructions and carry appropriate insurance.

10. Subcontracting and Assignment

Seller may not subcontract or assign any part of a PO without prior written consent. Any unauthorized assignment is void. Seller remains responsible for subcontractor compliance.

11. Events of Default

Seller is in default if it:

Breaches this Agreement and fails to cure within 5 days;
Becomes insolvent or bankrupt;
Suspends operations or liquidates.

Upon default, Olander may terminate POs and pursue any remedy available under law.

12. Governing Law and Forum

This Agreement is governed by California law. All disputes shall be resolved in the state or federal courts of Santa Clara County, California. The parties agree to mediate in good faith before filing suit.

13. Severability

If any provision is found invalid or unenforceable, the remainder shall remain in effect. The parties shall negotiate in good faith to replace any unenforceable provision with one reflecting the original intent.

14. Attorneys’ Fees

In any legal proceeding related to this Agreement, the prevailing party shall recover reasonable attorneys’ fees and costs.

15. Force Majeure

Seller shall not be liable to Buyer, nor deemed to have breached this Agreement, for any failure or delay in fulfilling its obligations where such failure or delay is caused by circumstances beyond Seller’s reasonable control. These circumstances include, but are not limited to: acts of God, flood, fire, earthquake, explosion, governmental actions (including adverse trade actions, imposition of tariffs or quotas, anti-dumping measures, or actions taken for reasons of national security), war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest, national emergency, revolution, insurrection, epidemic or pandemic, labor disruptions (including strikes or lockouts, whether or not involving Seller’s workforce), restraints or delays affecting carriers, inability or delay in obtaining adequate materials or supplies, telecommunications failure, or power outage.