R&B Wagner Supplier Terms and Conditions

Last Updated: June 6, 2024



1. ACCEPTANCE. Acceptance of this order must be prompt and limited to the terms appearing on the face of the order and herein. Buyer hereby objects to the Inclusion of any different or additional terms proposed by Seller in its acceptance of this order, and if such different or additional terms are so included in Seller's acceptance, Seller agrees that a contract of sale will result solely upon the term stated herein unless Buyer agreed in writing to accept such different or additional terms prior to Seller’s returning its acceptance to Buyer. No oral agreement or other understanding shall in any way modify this order or the terms or conditions hereof.

2. TERM OF AGREEMENT. The terms of this agreement are effective for all orders placed between the Buyer and the Seller.

3. ROUTING. All goods shall be shipped pursuant to the shipping instructions found on the face of this order. All packages, packing slips, bills of lading and invoices must be plainly marked with the order number shown on the face of this order, packing slips must accompany goods.

4. MODIFICATION. These Terms shall not be amended, supplemented, or otherwise modified except by a written agreement executed by duly authorized representatives of the Partner and the Company. 

5. INVOICES. Invoices must be emailed or mailed to the Buyer no later than the first business day following shipment.

6. DELIVERY. Time is of the essence in the performance of this order. Buyer may accept or return to Seller at Seller's expense items received in advance of their required delivery date as specified on the face of this order. The Buyer will accept shipments up to 3 days early and zero days past as on-time shipments. No such retention shall waive Buyer's right to return subsequent shipments delivered in advance of the required delivery date, nor shall said retention accelerate time for payment. Buyer may return over-shipments at Seller's expense for full credit or retain such over-shipments at no increase in price. Seller shall not, without Buyer’s written consent, manufacture or procure materials in advance of Seller's normal flow time or deliver in advance of schedule. ln the event of termination or change, no claims will be allowed for any such manufacture or procurement in advance of such normal flow time unless there has been such prior written consent of Buyer. Buyer further reserves the right to cancel this order and to charge Seller with any damages incurred as a result of Seller's failure to make delivery within the time specified in this order.

7. PRICES. The price for such item covered by this order shall be the price as shown for such Items on the face of this order, or when the price is estimated or not shown, the price of Seller in effect the date of delivery for like quantities of Items of like grade and quality to customers in the same class as Buyer shall be applicable. No change in price without Buyer's specific consent and authorization in writing will be accepted. Seller warrants its price as herein stated is the lowest prevailing market price for the goods. If, at time of shipment, Seller's price for like goods is less than herein stated, the price of the goods ordered shall be reduced accordingly.

8. QUANTITIES. The specific quantity ordered must be delivered in full and not be changed without Buyer's consent in writing, any different quantity is subject to Buyer's Rejection and return at Seller's expense unless Seller has obtained Buyer's prior written consent to change the specific quantity so ordered.

9. EXTRA CHARGES. No additional charges of any kind, including but not limited to charges for boxing, packaging, cartage, or other extras, will be allowed unless specifically agreed to in writing in advance by Buyer. Any charges or expenses incurred by the Buyer due to Seller's failure to ship exactly as directed by Buyer on this order shall be debited to Seller’s account.

10. TAXES. Except for state sales and/or use tax, if applicable, the price for each item covered by this order is inclusive of all taxes, fees, excise and/or charges which are now or may hereafter be imposed (whether by federal, state, municipal, or other local public authority) with respect to the manufacture and sale of such items, or any services to be rendered by Seller hereunder, or this order itself. Seller shall separately state on Its invoice the amount of state sales and/or use tax applicable to the sale of the items or service covered by this order.

11. PAYMENT. The Buyer shall have the right to pay according to discount terms offered and accepted. If no discount is offered or accepted, Buyer shall pay within the agreed-upon term of the purchase order after receipt and acceptance of the goods, or completion and acceptance of services. Discount periods will be computed from either the date of delivery of goods ordered plus three (3) days allowance for inspection, or the date of receipt of correct invoices, prepared in accordance with the terms of this order, whichever is later. This paragraph shall not be construed to limit the period of Buyer's rights of inspection set forth in the following paragraph entitled "INSPECTION." 

12. INSPECTION. All goods shall be received subject to the Buyer’s right of inspection and rejection at any time after receipt, notwithstanding any prior payment of the purchase price or acceptance of the goods. If such inspection discloses that all or any material part of the goods are not in accordance with Buyer's specifications, Buyer shall have the right to cancel any unshipped portion of the goods by written notice to Seller, without liability for breach of contract. Goods found defective or not to Buyer's specifications may be returned at Buyer's option and Seller's expense and credit taken, and no returned goods shall be replaced without Buyer’s order therefor. Inspection, non-inspection, or acceptance of goods by Buyer shall not relieve Seller from liability for nonconformity or defects (patent or latent) in goods delivered hereunder. 

13. TITLE AND RISK OF LOSS. "Ex works (EXW) destination” Except as otherwise expressly provided herein, title to and risk of loss on all conforming goods shipped by Seller to Buyer shall pass to Buyer upon final acceptance of the goods by Buyer.

14. WARRANTIES. Seller warrants that all of the goods delivered to Buyer pursuant to this order shall be in exact accordance with this order, and any description, drawings, specifications or samples provided by Seller in connection with this order, will conform to all applicable specifications., will be free of manufacturing defects, of good and now material and workmanship, will be free from defect in material, workmanship, design and title, and will not be manufactured, sold or priced in violation of any federal, state or local law. This warranty is in addition to and not in lieu of all other express or implied warranties, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. This warranty shall survive delivery and Buyer’s acceptance of the goods and shall continue in effect for as long as any warranty of Buyer with respect to any products manufactured and or sold by Buyer which incorporate the goods delivered by Seller hereunder.

15. INDEMNIFICATION. Seller agrees to indemnify, defend and hold Buyer harmless from and against any and all claims, demands, liabilities, losses and expenses including but not limited to attorneys' fees and costs, replacement costs, labor charges, overhead and travel expenses of whatsoever kind and nature which Buyer shall or may at any time sustain or incur by reason of, in consequence of, or arising out of Seller’s breach of warranty or the manufacture, design, sale or delivery by Seller to Buyer of the goods described in this order, or with respect to any property of Buyer held by Seller. This indemnity clause shall not be construed to preclude or limit any other rights or remedies available to Buyer against Seller.

16. TERMINATION FOR CONVENIENCE. The Buyer may terminate all or any part of this order at any time or times without cause by so notifying Seller in writing. In the event of termination by Buyer without cause, Buyer shall be responsible for Seller's cost of raw materials already purchased by Seller pursuant to this order which Seller cannot use for other orders, the price of finished goods manufactured up to, but not in excess of, thirty 30 days in advance of the order schedule, and a reasonable charge for work in process as of the date of termination; providing, however, that Seller must submit its termination claim with supporting documentation to Buyer within thirty 30 days after the effective date of termination. The Seller hereby waives any right which it may have to specific performance under this contract.

17. TERMINATION FOR CAUSE. Buyer may terminate all or any of this order upon the occurrence of any of the following causes:

  1. Breach of any term of this order by Seller, including, without limitation, untimely shipments of goods or goods which do not conform to the contract.
  2. The filing by or against Seller of any insolvency or bankruptcy proceedings or proceedings for reorganization, receivership, or dissolution; or
  3. Any material adverse change in the financial condition of Seller which Buyer In good faith believes to impair the likelihood that Buyer will receive timely and full performance of the contract.

18. CERTIFICATION. Where certification of specifications, materials or standards are required in this order, such as Buy America, Build America (BABA) compliance. That, where applicable on Buyer’s order, if BABA compliance is required, the Seller Warrants compliance therewith, without exception or substitution, and Buyer shall make full reliance thereon, the same also constitutes an additional warranty of fitness for a particular purpose. In the event that such goods or materials are in fact not in conformance or accord with such certification as made by Seller, then Seller agrees to indemnify, defend and hold Buyer harmless for any resultant claims, damages or expense made by any third party purchaser or consumer against Buyer or incurred by Buyer because of such failure of goods or materials to meet such certification, including but not limited to replacement costs, labor charges, overhead and travel expenses whether any of such is incurred before or after shipment by Buyer to the purchaser or consumer.

19. PATENT PROTECTION AND RIGHTS. The Seller warrants that the goods purchased hereunder do not infringe upon any Patent and covenants and agrees to protect, indemnify and hold Buyer, its successors, assigns, customers and users of its products, harmless from and against all claims., damages, judgments, expenses, and losses arising from the infringement or alleged infringement of any letters patent, and Seller, after notice, shall appear and defend at its own expense all suits or proceedings at law or in equity, instituted against Buyer and shall pay any awards assessed against Buyer in such proceeding as same are based upon any claim that goods hereunder constitute an infringement of any letters patent. Seller hereby grants Buyer a nonexclusive royalty-free license under Seller's patents and know-how to make, use, sell and have made the subject matter of this order, said license to commence upon Seller's becoming unable or unwilling to meet all its obligations under this order and shall expire upon the expiration of Seller's such obligations or the receipt of by Buyer from Seller or another of performance under this order, whichever time is later.

20. ADVERTISING. Without first obtaining Buyer's written consent, Seller shall not in any manner advertise or disclose the fact that Seller has furnished or contracted to furnish Buyer with the goods or services herein specified or disclose any of the details connected with this order to any third party except as may be required to perform under this order.  Seller shall not in any manner advertise or disclose details of products designed or developed specifically for Buyer without Buyer’s written consent.

21. CHANGES BY BUYER. Buyer may at any time, by written change order, suspend performance in whole or in part, make changes in drawings, design, specifications, method of shipment or packing, or time or place of delivery, required additional work, or direct the omission of work. If any such change order causes an increase or decrease in the cost of, or the time required for, the performance of this order, an equitable adjustment shall be made in the contract price, or delivery date or schedule, or both, and this order shall be modified in writing accordingly. Any claim by Seller for adjustment under this paragraph shall conclusively be deemed waived unless asserted in writing within thirty 30 days from the date of receipt by the Seller of the change order. The amount of the claim shall be stated when it is submitted. Any change order will not be binding on Buyer unless issued by an authorized purchasing agent of Buyer.

22. CHANGES BY SELLER. The Seller may not change or otherwise deviate from this order, or the specifications furnished hereunder. After Buyer's approval of the initial design, any process changes, design changes, material changes, component changes, or deviations planned or contemplated by the Seller must be submitted to Buyer in writing for review. If changes are submitted for approval, the information submitted should include a complete description of the change and the effect the change will have on all characteristics of the goods. Upon request, Seller shall submit samples of the proposed goods as so modified for the evaluation end approval by Buyer, unless Buyer has expressly so agreed in writing, Seller shall not make any change or deviation. Seller changes shall be presented to the Buyer in a manner timely to support full evaluation of said changes while not interfering with Buyer’s demand for goods being ordered.

23. DRAWINGS, PATTERNS, ETC. All drawings, blueprints, tracings, and other items prepared by Seller in filling this order, as well as such items furnished hereunder to Seller by Buyer, shall be the property of Buyer, and such items shall be delivered to Buyer upon completion or termination of the order. No reproductions thereof shall be retained except as authorized in writing by the Buyer. Such items shall not be used or disclosed to third parties by Seller or anyone under its control without the prior written consent of the Buyer.

24. DIES, TOOLS, EQUIPMENT. Unless otherwise provided herein, Seller at its own expense will furnish all material, dies, tools, equipment and machinery necessary to produce the goods ordered, and the same shall remain Seller's property; but if any thereof is furnished or paid for by Buyer, then the same shall be and remain Buyer's property, and Seller shall keep the same insured against loss In Buyer's and Seller's names, as their respective interests appear, and the same should be used only for Buyer's purposes and orders, present or future, and Seller shall keep the same In good condition and repair at its expense, ordinary wear and tear excepted.

25. LIENS. All goods to be delivered by Seller hereunder and any property to be returned to Buyer shall be free and clear of all liens and encumbrances whatsoever.

26. NOTICE. Any notice to be given under this order will be in writing and addressed to the party at the address stated on the face of this order. Notices will be deemed given and effective if personally delivered, upon delivery, (ii) if sent by an overnight service with tracking capabilities, upon receipt (iii) if sent by fax or electronic mail, at such time as the party that sent the notice receives confirmation of receipt by the applicable method of transmittal; or (iv) if sent by certified or registered mail, within five days of deposit in the mail.

27. GOVERNING LAW. These Terms and all transactions between the Buyer and the Seller shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, without regard to any conflicts of law principles. Any action or proceeding involving any dispute, claim or controversy relating to or arising from these Terms or such transactions, which cannot be resolved amicably, shall be commenced exclusively in the federal or state courts located within Milwaukee County, Wisconsin, and the Seller consents to the exclusive jurisdiction of such courts and waive any objection to such jurisdiction.

28. ASSIGNMENT. Seller shall not assign this order in whole or in part, or delegate Seller's performance hereunder, without the prior written consent of Buyer.

29. FORCE MAJEURE. Neither Seller nor Buyer will be liable or held responsible for any delays or losses resulting, directly or indirectly, from Acts of God severe weather conditions, labor disputes, governmental actions, inability to obtain permits, licenses, raw materials or shipments of product, war, riots, shortages and any other such circumstances or causes beyond such party's reasonable control. If such a delay occurs, delivery or performance shall be extended for a period equal to the time lost by reason of delay.

30. ENTIRE AGREEMENT. This contract contains all the terms and conditions agreed upon, constitutes the entire agreement between the parties, and supersedes any prior agreement or understanding, oral or written, regarding the same subject matter.

31. WAIVER. No waiver by Buyer of any breach, default, condition, covenant, right or remedy arising out of or connected with this contract shall be effective unless in writing signed by an authorized agent of Buyer. A waiver by Buyer of any breach of the terms and conditions of this order shall not constitute a waiver of any similar or other breach, default, condition, right or remedy.


  1. Seller agrees to provide Buyer with a current, accurate and complete certification as to Seller's procurement practices with respect to Conflict Minerals, as defined In Securities and Exchange Commission's final rule on Conflict Minerals, 17 CFR Parts 240 and 249, promulgated pursuant to Section 1602 of the Dodd-Frank Wall Street Reform and Consumer Protections Act (the "Rule.")
  2. Seller agrees that it shall notify Buyer of any changes to the Seller's Conflict Minerals Certification that is on file with the Buyer.
  3. Seller agrees that it has made, and will continue to make, good faith inquiries reasonably designed to determine whether any Conflict Mineral that is included in any product delivered to Buyer pursuant to this order originated In the DRC or an Adjoining Country, or is from Recycled or Scrap Sources, as defined in the Rule, Seller further agrees that, if required, it has performed, and will continue to perform, due diligence on the source and chain of recognized due diligence framework if such framework is available to the Conflict Mineral. The Seller agrees that all inquiries and diligence performed shall be consistent with the requirements of the Rule.
  4. Seller agrees that it shall require its own subcontractors and suppliers (at any tier in the supply chain for a product delivered to Buyer under this Purchase order) to furnish information to Seller necessary to support Seller's obligation under this clause.
  5. Seller will maintain records reviewable by Buyer to support its certifications above.
  6. Seller acknowledges that Buyer may utilize and disclose Conflict Minerals information provided by Seller in purchase order to satisfy its disclosure obligations under the Rule,
  7. If Buyer determines that any certification made by Seller under this clause is inaccurate or incomplete in any respect, then Buyer may terminate this order pursuant to the "Termination for Causes" provision of this order.

33. SATISFACTION OF ENVIRONMENTAL REQUIREMENTS. No deviations from the material specifications are allowed without prior approval. Suppliers must comply with applicable environmental laws.

34. EMPLOYMENT AND AFFIRMATIVE ACTION OBLIGATIONS. The parties hereby incorporate the requirements of Executive Orders 11246 and 13496, 41 C.F.R. §§ 60,1.41nll1l-17) and 29 CFR Part 471, Appendix A to Subpart A, if applicable. In addition, this contractor and subcontractor shall abide by the requirements of 41 CFR 60-1.41a), 60-300.510, and 60-741.5. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or protected veteran status.