Purchase Order Terms and Conditions

Seller (“Seller”) agrees to provide to McKinsey & Company, Inc. United States, and affiliates (“McKinsey”), and McKinsey agrees to purchase from Seller, the products and/or services (“Products”) pursuant to the terms in this Purchase Order. Seller's written acknowledgement of the Purchase Order (which may be in email), Seller's delivery of Products, or acceptance of payment for Products constitutes Seller's acceptance of the terms and conditions in this Purchase Order. To the extent any other document of Seller (such as a quote, invoice or confirmation) contains conflicting or additional terms from this Purchase Order, this Purchase Order controls and all such conflicting or additional terms are rejected by McKinsey and will have no legal effect. If McKinsey and Seller have executed a separate written agreement governing the Products ("Existing Agreement"), the Existing Agreement will govern, and not this Purchase Order.

Order. The prices for the Products shall be inclusive of all packaging and transportation costs. Any taxes that McKinsey is required by law to pay shall be separately stated on the Seller’s invoice. Seller’s shipments shall conform to the types of Products ordered, quantities and delivery schedules as agreed between the parties (“Order”). McKinsey may modify the Order with at least ten (10) days advance notice before the scheduled delivery date, without incurring any additional charge. McKinsey and Seller shall negotiate in good faith to revise the prices for the Products as a result of McKinsey’s modification of the Order.

McKinsey may cancel the Order, for its convenience, with or without cause, on thirty (30) days advanced written notice to Seller. All deposits and/or prepaid fees received from McKinsey shall be returned to McKinsey within such thirty (30) day period. Seller may not cancel this Order.

Delivery, Inspection and Acceptance. Delivery, Inspection and Acceptance. Seller shall pack, mark and ship the Products in accordance with McKinsey’s instructions, and otherwise in a manner designed to withstand transportation without damage. A complete packing list shall be enclosed with each shipment and contain: (i) McKinsey Purchase Order number; (ii) Products description; (iii) Products part number; (iv) quantity shipped; (v) remaining quantity to be shipped; and (vi) the revision level of the Products. McKinsey may refuse acceptance of any Products which in McKinsey’s judgment are defective, nonconforming or in excess of ordered quantities or delivered outside of the on-time window. If delivered Products are non-conforming, Seller shall either ship conforming Products on an expedited basis at Seller’s expense, or offer and deliver a substitute Product which is acceptable to McKinsey. In addition to McKinsey's other rights, McKinsey may charge Seller all expenses of unpacking, examining, repacking and reshipping such non-conforming Products. If Seller fails to provide conforming Products, Seller will pay all direct costs incurred by McKinsey to obtain substitute Products from alternative sources. Payment for any Products shall not be deemed an acceptance thereof. Delivery shall be f.o.b. point of destination and title shall pass to McKinsey upon acceptance at the final delivery point. To the extent the Seller provides content or reports as Products, McKinsey may use them internally and incorporate insubstantial portions thereof into client deliverables, with proper attribution to the content provider.

Title and Risk of Loss. Seller shall bear the expense of transporting the Products to McKinsey, (and from McKinsey if the Products are being returned for non-conformance), including insurance. Seller assumes all risk of loss of or damage to all Products ordered and all work in progress, materials, and other items related to the Products (including the Products being returned to Seller for non-conformance) until the same are finally accepted by McKinsey.

Force Majeure. McKinsey may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such goods at the direction of the McKinsey and shall deliver them when the cause affecting the delay has been removed. Causes beyond McKinsey's control shall include, but not be limited to, any act of God, government action or failure of the government to act where such action is required, strike or other labor trouble, any epidemic, war or public enemy, any act of sabotage or terrorism, fire, flood, explosion, unusually severe weather or other catastrophe.

Invoicing and Payment. Seller shall invoice McKinsey for each shipment of Products on or after the date that Seller delivers the shipment to McKinsey. Each invoice shall contain: (i) Purchase Order number; (ii) Products description; (iii) Products part number; (iv) revision level of the Products; (v) quantity; (vi) unit price; (vii) unique invoice number; (viii) invoice issue date; (ix) invoice due date; (x) Seller’s legal name; (xi.) Seller’s billing/remit address; (xii) Seller’s tax id number; (xiii) McKinsey contact person; (xiv) McKinsey billing address; and (xv) all charges, including applicable taxes, shipping, discounts and credits, or in such form as required by local laws or governmental authorities. All claims for money due or to become due from McKinsey shall be subject to deduction or setoff by McKinsey for amounts that Seller owes to McKinsey.

Representations and Warranties. Seller represents and warrants that all Products furnished: (i) conform to all specifications, statements on packaging materials and advertisements, samples provided to McKinsey, and applicable standards; (ii) are new and free from defects in material or workmanship; and (iii) are merchantable, safe and fit for the purpose for which the Products are normally used. Seller further represents and warrants that it has the right to provide the Products, including any content or reports, as well as all necessary licenses, registrations, permits and approvals needed for Seller to provide the same to McKinsey. Seller shall promptly replace or correct the Products that do not conform to the warranties herein at no cost to McKinsey. McKinsey may, at its option and after reasonable notice to Seller, replace or correct the defective Products and charge Seller for the cost incurred by McKinsey in doing so.

Indemnity:  Seller shall indemnify, defend, and hold McKinsey, its clients and their members, shareholders, officers, directors, employees, affiliates, agents and representatives harmless from and against any and all liability, and pay all damages and costs, losses, claims, demands (including reasonable attorney’s fees) arising out of any action or proceeding brought as a result of the purchase or use of the Products.

Confidentiality: Seller shall maintain as confidential all information from or about McKinsey or its clients which Seller learns as a result of or in connection with the purchase of the Products, except where such information is publicly available, through no fault of Seller (“Confidential Information”). Seller shall return or destroy all Confidential Information when it no longer needs such information for fulfilling its obligations, and in any event, upon McKinsey’s request.

Compliance with Applicable Laws. Seller has been, and shall continue to be, in compliance with all applicable laws, rules, regulations applicable to the transactions governed by this Purchase Order. Seller will not provide McKinsey any Products for which government authorization is required for export, reexport, or transfer without (i) McKinsey’s prior written consent, and (ii) advance notification to McKinsey of the applicable export control and sanctions laws, and the export classification(s) of such Products. Seller warrants that it, nor any of its respective directors or officers: (i) is an entity identified on, or owned or controlled by, or acting on behalf of, any individuals or entities identified on applicable restricted party lists, such as the Specially Designated Nationals (“SDN”) List (collectively, “Restricted Parties”); or (ii) is organized under the laws of, ordinarily resident in, or acting for, or on behalf of, any jurisdictions subject to comprehensive sanctions, including Cuba, Iran, North Korea, Syria, or Crimea (“Sanctioned Jurisdictions”). Seller shall inform McKinsey in writing as soon as practicable if any of the above changes.

Governing Law. This Purchase Order will be governed by and construed according to the laws of the State of New York without regard to its conflicts of law principles. Any legal proceeding arising out of or relating to this Purchase Order shall be brought in the United States District Court for the Southern District of New York, or in the event that such court lacks jurisdiction, in the courts of the State of New York in New York County.

Insurance. Seller shall maintain insurance of such types and amounts as is commercially reasonable or legally required in connection with the conduct of its business, including, without limitation, general liability insurance. Seller shall add McKinsey as an additional insured in its policies to the extent applicable, and shall ensure that such policies are primary and non-contributory.

Publicity. Seller agrees not to refer to McKinsey as a client or customer, or otherwise use or reveal McKinsey’s name or this relationship, on any Product (unless directed by McKinsey), or for any marketing or other commercial purpose, except as expressly required by law.

Debarred Sellers. McKinsey is prohibited from contracting with or making sub-awards under “covered transactions” to parties that are suspended or debarred or whose principals are suspended or debarred. “Covered transactions” include those procurement contracts for goods and services awarded under a non-procurement transaction (e.g., grant or cooperative agreement) that are expected to equal or exceed $25,000 or meet certain other criteria as specific in 2 CFR section 180.220. All non-procurement transactions governed by this Purchase Order, irrespective of award amount, are considered covered transactions, unless they are exempt as provided in 2 CFR 180.215. Seller certifies that Seller and/or any of its associated principals are not presently disbarred, suspended, proposed for disbarment, or declared ineligible for the award of contracts by any arm of the federal government.

SEZ Requirements. Seller shall ensure that the provision and sale of Products to any McKinsey entity located in the Special Economic Zone (“SEZ”) in India (“McKinsey SEZ”) are in compliance with the Special Economic Zones Act, 2005 (“SEZ Act”), and all rules and laws made thereunder. Seller shall invoice McKinsey SEZ with the appropriate GST charged, and Seller shall not supply Products under Bonds/Letters of Undertaking. Accordingly, Seller acknowledges and agrees that: (a) it will not be eligible to seek a refund of any GST amounts; (b) it shall not include export related endorsement clauses (as set forth under Central Goods and Services Tax (CGST) Rules, 2017 , as may be amended from time to time); and (c) it shall ensure all invoice/transport documents includes the following endorsement: “No exemptions, drawbacks and concessions have been availed”.

Miscellaneous. If one or more of the provisions contained in this Purchase Order is/are held to be invalid, illegal, or unenforceable, the same shall not invalidate or otherwise affect any other provision of this Purchase Order. The terms of this Purchase Order may not be altered or modified subsequent to the issuance hereof except pursuant to a written agreement signed by both parties. This Purchase Order shall not be assignable by either party, except that McKinsey may assign this Purchase Order to any subsidiary or affiliate thereof or successor-in-interest by way of merger, acquisition or the like. No failure or delay on the part of either party hereto in exercising any right or remedy under this Purchase Order shall operate as a waiver thereof. No provision of this Purchase Order may be waived except in a writing signed by the party granting such waiver. Seller shall comply with McKinsey’s Code of Conduct available at https://www.mckinsey.com/about-us/social-responsibility/supplier-standards.