Terms and Conditions of Purchase (NewPower Worldwide, LLC)

By accepting a Purchase Order or Service Order from NewPower Worldwide, LLC., its affiliates or assigns (“NewPower”), Supplier/External Provider agrees that all purchases shall be subject to the terms and conditions:

01. General

Any change to the terms and conditions must be specified and agreed to in writing by an authorized representative of NewPower. NewPower reserves the right to correct any typographical errors. Supplier shall not assign any rights or duties hereunder without prior written consent from NewPower. NewPower only conducts business in US dollars.

02. Orders

Any order placed by NewPower will be made in writing via its standard Purchase Order or Service Order form. It will be provided via electronic means and will be confirmed in writing within 1 business day unless otherwise arranged in advance. All orders will be deemed accepted to be delivered by stated due date. NewPower may cancel any order if supplier/external provider is notified prior to parts being shipped unless the terms are non-cancelable/non-returnable.

03. Delivery

All products/services will be delivered by the means stated on the NewPower Purchase Order(s) or Service Order(s). Supplier/External provider agrees to deliver to the specified location within the time specified. NewPower may cancel, at its discretion, and without any liability if product(s)/service(s) are not delivered by the date specified by NewPower.

04. Product Acceptance

All products are subject to inspection and testing prior to acceptance. Acceptance will not be considered a waiver of any warranty hereunder or otherwise provided. All products will work to form, fit, and function as deemed by manufacturer’s standards.

05. Product Packaging

All product must be new and in original manufacturer’s packaging. No open box or resealed product will be accepted. Labels must be fully intact without tears, blocked out areas, or rips, etc. All bar codes must be scan readable and confirmed between the print and the human readable scan.

06. Compliance with Applicable Laws

Supplier represents that all products and work performed comply with applicable laws and regulations, including labor and ethics laws. NewPower strongly encourages its partners to adopt the RBA Code of Conduct.  Upon request, supplier agrees to provide declarations and certifications of compliance.  Suppliers are required to meet a minimum age requirement of 18 regardless of local laws. Verification must be done with government documents or suitable other documentation used in the region.

07. Suppliers and Sub-Tier Suppliers

NewPower communicates requirements to suppliers/external providers & sub-tier suppliers/external providers on Purchase Order and Service Order document(s) issued transactionally. Conformance to any standard or regulatory statute(s) will be expressed, communicated and distributed in the Purchase Order or Service Order from NewPower.

When requested by NewPower Purchase Order or Service Order, the suppliers/external providers and sub-tier suppliers/external suppliers shall promptly submit:

• Evidence of implementation of a quality management system.
• Evidence of customer-designated or approved external providers.
• Notification of nonconforming processes, products, or services and obtain approval for their disposition.
• A prevention plan for the use of suspected unapproved, unapproved, and counterfeit parts.
• Notification of changes to processes, products, or services, including changes of external providers or location of manufacture.
• Evidence of flow down to external providers applicable requirements including supplier requirements.
• A certificate of conformity, test reports, or authorized release certificate, as applicable.
• Terms for retention of documented information, including retention periods and disposition requirements.
• Approval of access by the seller, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain.
• Evidence that persons are aware of their contribution to product or service conformity, their contribution to product safety and the importance of ethical behavior.

08. Indemnification

Supplier shall defend, indemnify and hold harmless NewPower from any and all claims, liabilities, damages, costs and expenses, attorneys’ fees, and costs arising or alleged to arise out of or in connection with: (i) any act, error, omission, fault, strict liability, product liability or negligence of Supplier or any of its suppliers; or (ii) any personal injury, death or damage to property or environment in any way connected with the sale, distribution, or operation of products to thereof.

Revision 1.4

December 21, 2023