Purchase Order Terms and Conditions

The following terms apply to purchase orders placed by Mouser when a Distribution Agreement between Mouser and the Supplier does not exist. When a Distribution Agreement does exist, the Distribution Agreement will take precedence.

This Purchase Order (“PO”) by Mouser Electronics, Inc. (“Mouser”) becomes a binding contract, subject to the terms set forth below, upon confirmation of this PO or upon the commencement of performance by the Supplier (the party accepting this PO), whichever comes first. ANY CHANGE, ADDITION OR MODIFICATION IN QUANTITY MUST BE AGREED TO IN WRITING BY MOUSER.

• 1. INVOICING. Supplier agrees to submit an invoice with each shipment showing the PO number. All invoices should be issued to Mouser Corp c/o Accounts Payable. The discount period of any cash discounts available to Mouser will commence on the date of the invoice. Such invoices shall be due and payable in full by Mouser within 30 calendar days following the date of invoice. Mouser shall be entitled to a 2% deduction on the net amount of payment when invoices dated the 1st~15th are paid by the 25th day of the same month, and invoices dated the 16th through end of month are paid by the 10th of the following month. When freight is prepaid by Supplier, Supplier must show freight charges separately; compute sales tax, if any, before adding freight charges; and submit a copy of the freight bill with the invoice. No allowance will be made for boxes, reels, drums or other returnable containers unless so stated on the face of this PO and invoiced separately.
• 2. TITLE. Unless the face of this PO provides for Mouser’s assumption of ownership at the point of shipment, title to the goods purchased under the PO remains with the Supplier until such goods are off-loaded at the Mouser facility or site specified on the face of this PO; provided, however, that in all cases, Supplier shall bear all risks of loss or damage in transit until such goods are off-loaded at Mouser’s facility or site.
• 3. FREIGHT. Shipments will be DDP from manufacturer’s U.S. location. Mouser does not authorize manufacturer to route shipments where Mouser is considered the Importer of Record.
• 4. INSPECTION. All goods purchased are subject to inspection, test and approval at destination by Mouser, whether or not prior payments have been made or inspections have been performed at the source. Mouser, without limiting its other rights under this PO, may reject any goods that: (i) contain defective materials or workmanship; (ii) do not meet the specifications; (iii) and/or do not otherwise conform to this PO. Defective material or material not in accordance with Mouser’s specifications will be held for Supplier’s instructions and at Supplier’s risk and expense. Acceptance of any goods will not be deemed to alter or affect the obligations of the Supplier or the rights and remedies of Mouser under any other provision of this PO. Mouser reserves the right, at Supplier’s expense, to inspect before shipment or during the process of manufacture, any goods applicable under this PO.
• 5. OVERSHIPMENT. Quantities in excess of that shown on the face of this PO, if rejected, will be returned to Supplier at Supplier’s risk and expense. Any excess quantities that Mouser accepts will be billed at the PO price.
• 6. CHANGES. Mouser shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the costs or the time required for Supplier’s required performance, an equitable adjustment will be made and this PO will be modified, in writing, accordingly. Supplier agrees to accept any such changes subject to this Section 6.
• 7. INTELLECTUAL PROPERTY INDEMNIFICATION. Supplier warrants that there has been no violation or infringement of any copyright, trade name, trademark, patent or related intellectual property right, as a result of manufacturing, producing or selling the goods. Supplier further agrees to defend and indemnify Mouser, its officers, agents and employees from all claims, expenses and liabilities arising from any actual or alleged intellectual property violation or infringement.
• 8. WARRANTY. Supplier expressly warrants that all goods furnished pursuant to this PO will be free from defects in material, workmanship and title. Further, Supplier warrants all goods will conform to all applicable specifications, drawings, and shall be fit for its intended use and service. If it appears, within one year of the date of delivery, that the goods delivered do not meet the warranty specified above, Mouser shall promptly notify the Supplier; Supplier shall correct any defect either by repair or replacement of the defective goods subject to the approval of Mouser, at Supplier’s expense, provided that Mouser’s continued use of said defective goods pending repair or replacement shall not constitute a waiver by Mouser under this PO. Supplier further warrants that all articles and services covered by this PO meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law 91-956) and its regulations in effect as of the date of this order.
• 9. TIME. Time is of the essence of this PO; Mouser reserves the right to cancel this PO (or any portion) without penalty in the event that deliveries are not made within the specified time, without liability for deliveries previously made and accepted by Mouser.
• 10. TERMINATION. Mouser reserves the right to cancel all or any part of this PO without penalty if Supplier breaches any of the terms of the PO.
• 11. COMPLIANCE WITH LAWS. Supplier warrants that all goods and services applicable under this PO will have been produced, sold, delivered and furnished in strict compliance with all applicable Federal and State laws and regulations. Supplier shall execute and deliver such documents as may be required to effect or to evidence compliance. All laws and regulations required in agreements of this character are incorporated by this reference, including provisions of 38 U.S. Code 4212, Executive Orders 11246, 11375, 11758, 11701, and 12086 (as amended) and any subsequent executive orders relating to equal opportunity for employment on government contracts. If Supplier is required by this PO to employ workers on Mouser’s premises, conditions of such employment must be consistent with Mouser’s labor agreements or personnel policies and practices, and must not interfere with Mouser’s operations.
• 12. INDEMNIFICATION. Supplier agrees to indemnify Mouser from and against all demands, claims, suits, costs of defense, liabilities and other expenses for damage or damage to property or for injury or injuries to or death of any person or persons in any way arising from the furnishing of any goods and/or services provided under this PO except liability or damage arising from the sole negligence or willful conduct of Mouser, its agents or employees. This indemnification is in addition to the warranty obligations of Supplier.
• 13. Patent Indemnity
  • 13.1 Supplier will defend any suit or proceeding brought against Mouser, its Board of Directors, Officers, Employees, Customers, and End User Customers (collectively and individually under this provision “the Mouser Interests”), with respect to any claim for infringement of any patent, registered design, trademark, copyright or other intellectual property right with respect to any Product sold to Mouser if it is based on a claim that any Product furnished hereunder constitutes an infringement of any intellectual property rights of any country.
  • 13.2 Mouser will notify Supplier promptly in writing of any such claim upon receipt of actual knowledge thereof, and shall give full and complete authority, information and assistance (at Supplier’s expense) for defense of same. If Supplier receives actual or constructive knowledge of such claim through any other source or means other than the written notification from Mouser pursuant to this paragraph, Supplier shall be deemed to have been notified for all purposes. In such case, Supplier shall notify Mouser of such claim as soon as practicable after receipt of said knowledge of such claim.
  • 13.3 Without relieving Supplier of any of its obligations hereunder, Mouser may engage counsel of its own to represent the Mouser Interests and to participate with and to assist Supplier’s counsel in the defense of the Mouser Interests’ under this provision, and Supplier shall reimburse Mouser for all reasonable attorney’s fees and costs related thereto. Supplier will pay damages and costs therein awarded against any and all of the Mouser Interests but shall not be responsible for any compromise made without its written consent.
  • 13.4 In providing such defense, or in the event that such product is held to constitute infringement and the use of the product enjoined, Supplier shall retain the right to continue using such product, or modify it so that it becomes non-infringing, or remove it and grant Mouser a credit for the original purchase price.
  • 13.5 If Mouser or any of the Mouser Interests is subpoenaed as a non-party to a patent lawsuit brought against the Supplier, Mouser will be reimbursed for any legal fees or other costs incurred for responding to such subpoena.
• 14. ASSIGNMENT. Neither this PO nor any interest under such PO may be assigned by Supplier without the prior written consent of Mouser.
• 15. JURISDICTION AND VENUE. For any suit or proceeding to enforce the provisions of this PO, Supplier irrevocably consents to the jurisdiction of the Courts of the State of Texas. Furthermore, Supplier agrees that this PO will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Texas, without giving effect to its principles of conflicts of law.
• 16. Force Majeure Nonperformance under this Agreement shall be excused and neither party shall be liable for any loss, damage, penalty or expense, to the extent that such performance is rendered impossible or delayed by fire, flood, acts of God or the public enemy, acts of the Government, labor difficulties, riot, shortage of, inability to obtain materials or any other cause where the failure to perform or delay is beyond the reasonable control of the non-performing party and without the negligence of such party.