Purchase Order

General Terms and Conditions

Acknowledgement and Acceptance

Acceptance of this Purchase Order (“Purchase Order”) by [NAME OF ENTITY] (“Seller”) constitutes acceptance of all of the terms and conditions stated herein. Seller agrees to provide, manufacture, assemble, procure, test, and/or sell to [NAME OF ENTITY], on behalf of itself and its affiliates (collectively, “McKinsey”), and McKinsey agrees to purchase from Seller, the products and/or services (“Products”) in the manner specified in this Purchase Order. To the extent that any project description, document, quotation, order acceptance, confirmation, invoice or other document of Seller attached hereto, contains conflicting, differing or additional terms from the terms and conditions of this Purchase Order, the terms and conditions of this Purchase Order control and all such conflicting, differing or additional terms are rejected by McKinsey, and shall have no effect. Seller's signed acknowledgement of the Purchase Order, or Seller's delivery of Products (as defined herein), or acceptance of payment for Products shall conclusively affirm Seller's acceptance of these terms and conditions.

Delivery, Inspection and Acceptance. Seller’s shipments shall conform to the quantities and delivery schedules on this Purchase Order. All deliveries of Products to McKinsey shall be subject to incoming inspection and testing by McKinsey. 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 Products. If Seller fails to provide conforming Products, Seller will pay all direct costs incurred by McKinsey to obtain substitute Products from alternative sources. In the event McKinsey receives Products whose defects or nonconformities are not apparent on initial examination, McKinsey reserves the right to require replacement of the Products, as well as payment of damages. Nothing contained in this Purchase Order shall relieve the Seller in any way from the obligation of conducting its own testing, inspection and quality control. McKinsey shall have access to Seller’s facility during reasonable business hours to pre-inspect any of the Products. Payment for any Products shall not be deemed an acceptance thereof. Nothing contained in this paragraph shall limit McKinsey’s rights under Seller’s warranties for the Products. Unless otherwise agreed, delivery shall be f.o.b. point of destination and title shall pass to McKinsey upon acceptance at the final delivery point.

Title and Risk of Loss. Seller shall bear the expense of transporting the Products to McKinsey, 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 Purchase Order until the same are finally accepted by McKinsey. Seller assumes all risk of loss of or damage relating to any Products, work in progress, materials, and other items rejected by McKinsey until the same are received by Seller or accepted by McKinsey.

Rescheduling/Cancellation. McKinsey may reschedule the delivery dates and quantities for this Purchase Order without incurring any additional charges, provided that McKinsey notifies Seller in writing at least ten (10) days before the delivery date. 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.

McKinsey may cancel this Purchase 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 Purchase Order.

Packing. Seller shall package, pack, mark and ship the Products for delivery 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.

Changes to Standards and Specifications. From time to time, McKinsey may replace or change Products standards and specifications, with such replacement or change to be effective no less than ten (10) business days after McKinsey’s advance notice to Seller. McKinsey and Seller shall negotiate in good faith and revise the Purchase Price of the Products upward or downward as appropriate for such modification or change, and adjust the delivery schedule and Seller’s stocked inventory, as a result of any changes to the standards and specifications by McKinsey.

Purchase Price. The Purchase Price for each of the Products shall be inclusive of all transportation costs. Seller warrants that the Prices charged for the Products are the lowest prices charged by Seller to its customers purchasing any of the Products in the same or smaller quantities. The price stated in this Purchase Order includes all charges for packaging, boxing, crating, special handling, and freight, F.O.B. destination. No modification or adjustment of the stated price may be made without the signed written agreement of McKinsey. If the price is not stated on this Purchase Order, the price shall be the lower of the price last quoted or paid, or the prevailing market price.

Taxes. The amount of any sales, use, excise or other similar tax applicable to the Products not measured by income of Seller shall be paid by McKinsey or, in lieu thereof, McKinsey shall deliver to Seller a tax exemption certificate acceptable to the taxing authority. Any taxes to be paid by McKinsey shall be separately stated on the Seller’s invoice.

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. The total Purchase Price and payment method for each shipment shall conform with the previously negotiated terms and conditions. Where a credit card, including any corporate card or corporate purchasing card (p-card), is the agreed form of payment, (a) Seller must obtain an authorization approval from McKinsey for the full amount of the charge before proceeding with the charge, and (b) Seller will not submit charges for more than the authorized amount. Failure to comply with respect to credit card payment shall constitute unauthorized use by Seller and may subject Seller to all available remedies, including termination of vendor and criminal proceedings if applicable.

Warranty. Seller expressly warrants that all Products furnished under this Purchase Order shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship. Seller warrants that all the Products will conform to any statements made on the containers or labels or advertisements for such Products, and that any goods will be adequately contained, packaged, marked, and labeled. Seller warrants that all Products furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If Seller knows or has reason to know the particular purpose for which McKinsey intends to use the Products, Seller warrants that such Products will be fit for such particular purpose. Seller warrants that Products furnished will conform in all respects to samples. Inspection, test, acceptance or use of the Products furnished hereunder shall not affect the Seller's obligation under this warranty, and such warranties shall survive inspection, test, acceptance and use. Seller's warranty shall run to McKinsey, its successors, assigns and customers, and users of products sold by McKinsey. Seller agrees to replace or correct defects of any Products not conforming to the foregoing warranties promptly, without expense to McKinsey, when notified of such nonconformity by McKinsey, provided McKinsey elects to provide Seller with the opportunity to do so. In the event of failure of Seller to correct defects in or replace nonconforming Products promptly, McKinsey, after reasonable notice to Seller, may make such corrections or replace such goods and services and charge Seller for the cost incurred by McKinsey in doing so.

Marks. McKinsey may require Seller to affix one or more of McKinsey’s trademarks or trade names (the “Marks”) to the Products. The Marks shall be applied only in accordance with McKinsey’s instructions and standards and shall require the prior written approval of McKinsey. Seller recognizes the value of the goodwill associated with the Marks and acknowledges that the Marks, and all rights therein, belong exclusively to McKinsey. This Purchase Order shall not be construed as a grant of a license or an assignment to Seller of any right, title and/or interest in and to the Marks. The Marks are, and shall remain, the exclusive property of McKinsey and at no time shall Seller acquire any rights or interests therein.

Indemnity: If any action or proceeding is brought against McKinsey arising out of McKinsey’s purchase or use of the Products, McKinsey shall notify Seller in writing of any such action or proceeding and Seller will, at its own expense, 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 such action or proceeding.

Confidentiality: Seller understands that as an actual or potential, direct or indirect, provider of Products to McKinsey, Seller may learn a great deal about McKinsey, its work and its operations, and about McKinsey's clients, their work and their operations (collectively “Confidential Information”), that this information is very valuable and that McKinsey and its clients would suffer great harm if such Confidential information was disclosed to third parties. Seller agrees to keep confidential and not to disclose (or allow any of its employees to disclose) any McKinsey Confidential Information and to take all reasonable precautions to ensure that no unauthorized disclosure of McKinsey Confidential Information occurs. Seller further agrees to disclose McKinsey Confidential Information only to those of its employees who have a need to know such information in order to provide Products hereunder, and who are bound by similar nondisclosure obligations. Seller shall not disclose Confidential Information to any third party, except as expressly required by law.

Compliance with Applicable Laws. Seller has been, and shall continue to be, in material compliance with the provisions of all applicable laws, rules, regulations and other governmental requirements applicable to the transactions governed by this Purchase Order.

Governing Law. This Purchase Order will be governed by and construed according to the laws of the State of New York without regard to 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.

Miscellaneous. In the event that one or more of the provisions contained in this Purchase Order shall for any reason be held to be invalid, illegal, or unenforceable, the same shall not invalidate or otherwise affect any other provision of this Purchase Order, unless that shall unfairly burden or benefit one party. 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.

Insurance. Seller shall maintain in effect, at its expense, insurance of such types and in such amounts as is commercially reasonable in connection with the conduct of its business, including, without limitation, insurance coverage for its liability and indemnity obligations hereunder. Seller will secure and maintain insurance providing coverage for liabilities to third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect McKinsey in the event of such injury or damage, and will be in compliance with any and all laws, regulations or orders addressing the liabilities of an employer to its employees for injuries and disease suffered in connection with employment. Seller further will maintain such additional types and limits of insurance as is customary for a company of similar size and similar operations to Seller in the jurisdiction or jurisdictions in which Seller’s operations take place.

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

Substitution/Modification. No substitution or modification of any Products, component parts, tooling, sources of raw materials, processes, or manufacturing sites may be made without McKinsey’s prior written consent.

Equal Opportunity. McKinsey and Seller each represent and warrant that they do not and will not discriminate against any worker because of his or her age, color, creed, disability, national origin, race, religion, sex, sexual orientation, gender identity or veteran status, and that they are and will act and remain in compliance with all relevant laws, rules and regulations. Seller warrants and represents that performance of the services does not and will not violate, infringe or conflict in any manner with any right of any other entity.

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 entered into by accepting this Purchase Order, irrespective of award amount, are considered covered transactions, unless they are exempt as provided in 2 CFR 180.215. By accepting this Purchase Order you are certifying that your organization and all associated principals have not been debarred by any arm of the Federal Government and that all participants to fulfilling this Order are aware of this requirement. By accepting a Purchase Order from McKinsey, Seller certifies to the best of his/her knowledge and belief that the supplier and/or any of its principals are not presently disbarred, suspended, proposed for disbarment, or declared ineligible for the award of contracts with any federal agency.

Bankruptcy. In the event of any proceeding, voluntary or involuntary, in bankruptcy or insolvency by or against the Seller, including any proceeding under the United States bankruptcy laws, or in the event of the appointment, with or without Seller’s consent, of a receiver of an assignee for the benefit of creditors, McKinsey shall be entitled to cancel any unfilled part of this Order without any liability whatsoever.

Setoff. All claims for money due or to become due from McKinsey shall be subject to deduction or setoff by McKinsey by reason of any counterclaim arising out of this or any other transaction with Seller.