Vendor Terms & Conditions

Purchase Orders

These terms & conditions (“Terms & Conditions”) govern the agreement made and entered into between Superior Industries, Inc. or any of its affiliates (“Buyer”) and the seller (“Seller”) as may be indicated on a purchase order (“Purchase Order”) which attaches, links or references these Terms & Conditions or which is transmitted with reference to these Terms & Conditions. All references to any “Purchase Order” shall include these Terms & Conditions, which are incorporated into and made a part of any Purchase Order issued by Buyer to Seller.

1. OFFER AND ACCEPTANCE. Acceptance of a Purchase Order for goods and/or services (“Items”) ordered by Buyer shall be deemed to occur upon the earlier of (i) Buyer’s receipt of a written acceptance or confirmation of these Terms & Conditions (including those provided with any Purchase Order), (ii) Seller’s failure to reject the Purchase Order within five (5) calendar days from the date of the Purchase Order if Seller has previously sold such Items to Buyer, or (iii) Seller’s actual performance under the Purchase Order or the shipment of all or any portion of the Items ordered under these Terms & Conditions. Acceptance of these Terms & Conditions or a Purchase Order referencing the same constitutes Seller’s acceptance of all the terms set forth herein. Clerical errors contained in these Terms & Conditions are subject to correction by Buyer.
2. DIFFERENT OR ADDITIONAL TERMS. Acceptance of Buyer’s offer to purchase Items is expressly made conditional on assent to the terms provided herein. Any additional or different terms or conditions contained in any document furnished by Seller, including but not limited to any acknowledgment, are deemed to be material and are hereby objected to and rejected by Buyer. If such agreement shall be deemed an offer or counter-offer by Seller, Buyer expressly rejects such offer or counter-offer and limits acceptance to the terms contained herein and expressly objects to any different or additional terms proposed by Seller, and any actual performance by Buyer or Seller thereafter shall be deemed a renewal of the offer contained in this agreement and acceptance thereof by Seller. Seller’s performance will constitute acceptance of these Terms & Conditions without change. This agreement shall constitute the entire agreement between the parties. In the event of a conflict between the terms of this agreement and the terms of any other document, the terms of this agreement shall control.
3. CHANGES. By written notice, Buyer reserves the right to make changes to the Purchase Order after any Purchase Order is issued, in quantities, specifications and place, time and method of delivery. If any such change causes an increase or decrease in the price of Items under these Terms & Conditions or in the time required for Seller’s performance, a reasonable, equitable adjustment shall be agreed to by the parties.
4. PRICE AND TERMS OF PAYMENT. In the event Seller reduces its price for such Items during the term of these Terms & Conditions Seller shall reduce the prices in these Terms & Conditions correspondingly. Except as may be otherwise provided in these Terms & Conditions, the full contract price for the Items shall be due and payable on the thirtieth (30th) business day following the later of the date an undisputed, accurate invoice is received by Buyer and the date all Items are received by Buyer (“Payment Date’). Payment is made when Buyer’s check is mailed. Payment shall not constitute acceptance.
5. TAXES. The prices applicable to Items under these Terms & Conditions shall include all taxes except applicable state sales and use taxes, which taxes Buyer will pay provided they are added to the prices and stated as separate Items on and at the time the applicable invoice is submitted by Seller. All taxes assessable upon the Items prior to receipt by Buyer of Items shall be borne by Seller.
6. PACKAGING. Seller is responsible for properly packing, crating, and loading the Items and shall be liable for any damage to the Items or to persons or property arising directly or indirectly from improper packing, crating, and/or loading as determined by (1) agreement of the parties or (2) a third party selected by the Buyer if the parties cannot agree on such determination; Buyer may select the shipper as the third party for purposes of such determination at Buyer’s sole discretion. Unless otherwise specified in these Terms & Conditions, any costs of packaging and shipping, including but not limited to, containers, crates, and other packaging materials, will be paid for by Seller. Seller will include packing slips in all shipments and Buyer’s Purchase Order number will appear on all packages, slips, and invoices.
7. DELIVERY. Delivery of the Items shall be according to the Incoterms (or customized terms) indicated on Buyer’s Purchase Order at Buyer’s specified location. Unless otherwise specified in these Terms & Conditions, Seller shall prepay all freight and insurance. Title to the Items and risk of loss to the Items will pass to Buyer upon receipt. Delay in delivery shall be considered a material default under the Purchase Order, and shall give rise to liability on the part of Seller for any and all damages, including without limitation incidental, special and consequential damages. Acceptance of Items on delivery will not constitute a waiver of any claims against Seller for breach and damages on account of such delay or otherwise. If a delivery date is shown on the Purchase Order, such date must be adhered to unless Buyer agrees to change the date in writing prior to shipment. Seller shall promptly notify Buyer whenever it appears to Seller that it will not be able to deliver the quantities specified on the dates specified. Buyer reserves the right to refuse any Items and to cancel (without cancellation charge or penalty) all or any part of these Terms & Conditions if Seller fails to deliver all or any part of the Items in accordance with the terms of these Terms & Conditions. If Seller is not able to meet the shipment date for the Items specified on the Purchase Order, Seller shall ship the Items on an expedited basis at Seller’s cost and expense. Timely delivery is a material term of these Terms & Conditions and failure to provide timely delivery shall be deemed material default of these Terms & Conditions.
8. INSPECTION AND ACCEPTANCE. Seller will give Buyer a reasonable amount of time (but never less than 30 days) to inspect the Items upon receipt at Buyer’s
   location. Every tender of Items must fully comply with all provisions of these Terms & Conditions. If a tender is made which does not fully conform, it shall constitute a breach. Seller shall not have the right to substitute a conforming tender without written permission of Buyer. Payment for Items delivered hereunder shall not constitute acceptance thereof. Buyer shall have the right to inspect such Items and to reject any or all which are defective or nonconforming. Items rejected and Items supplied in excess of quantities called for herein may be returned to Seller at Seller’s expense and, in addition to other rights, Buyer may charge Seller all expenses and costs (including labor costs) of unpacking, examining, repacking and reshipping such Items. In the event Buyer receives Items in which defects or nonconformity are not apparent on first examination of the quality thereof, Buyer reserves all rights herein and at law, including, without limitation, the right to require replacement or refund, as well as payment of damages.
9. WARRANTY. Seller warrants for a period of twelve (12) months from the date of commissioning at Buyer’s designated location or for the period provided in Seller’s standard warranty covering the Items, whichever is longer, that all Items supplied or performed by it shall (i) be new and will not be used or refurbished (unless so specified in the Item’s part number communicated by Seller to Buyer); (ii) be of the highest quality and workmanship and free from both latent and patent defects, (iii) conform exactly to all specifications, drawings or descriptions which are furnished or specified by Buyer, (iv) conform to Seller’s samples, if any, (v) be merchantable, suitable and sufficient for the particular purpose for which they are required by Buyer, fit for the particular purposes for which the Items are ordinarily employed and in compliance with all warranties under the Uniform Commercial Code (“UCC”), (vi) be free of any claim of any third party or any liens or encumbrances, and (vii) if services, be performed and completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good and sound professional procedures. Seller’s services will be provided by qualified personnel and performed in a professional manner to Buyer’s reasonable satisfaction; and if any Item is dependent on the work of others, Seller shall inspect and be fully responsible and liable for such work. Seller will comply with all federal, state and local laws, rules and regulations (“Laws”) and Seller will obtain any necessary permits in connection with these Terms & Conditions. Seller agrees that the warranties in these Terms & Conditions shall survive inspection of, acceptance of or payment for the Items or any part thereof. No representation or statement made by any employee, agent, or representative of Buyer shall be binding on Buyer, except as expressly set forth in these Terms & Conditions. Seller warrants that all Items (i) shall be produced in compliance with all Laws, including, without limitation, all applicable labor laws, regulations, and standards including the Fair Labor Standards Act, as amended, or any standards or regulations issued thereunder; and (ii) when used by Buyer in the ordinary manner for which they are intended, shall not violate any Laws, including, without limitation, occupational safety laws, regulations, and standards including the applicable portions of the Occupational Safety and Health Act, as amended, or any standards or regulations issued thereunder. Additionally, Items shall be subject to all written and oral express warranties made by Seller’s agents. All warranties shall be construed as conditions as well as warranties and shall not be exclusive. Seller shall furnish to Buyer Seller’s standard warranty and service guarantee applicable to the Items. All warranties and service guaranties shall run both to Buyer (its successors, assigns, subsidiaries, divisions and affiliates) and to its customers. If Buyer identifies a warranty problem with the Items during the warranty period, Buyer will notify Seller of such problems and will return the Items to Seller, at Seller’s expense. Within five (5) business days of receipt of the returned Items, Seller shall, at Buyer’s option, either repair or replace such Items, or refund Buyer for the same. Replacement and repaired Items shall be warranted for the remainder of the warranty period or twelve (12) months, whichever is longer.
10. RETURNS. In the event that any Items do not conform to the requirements stated in these Terms & Conditions, Buyer reserves the right to reject the Items. No defective Items shall be replaced without Buyer’s written agreement. In the event that the rejected Items have been paid for, such Items may be returned and charged back to Seller. Seller shall compensate Buyer for incurred return shipping costs with any refund, repair or replacement of any Item returned.
11. INSOLVENCY OF SELLER. If, during the period of these Terms & Conditions, a petition in bankruptcy shall be filed by, or against, Seller, or if Seller shall make an assignment for the benefit of creditors, Buyer shall have the right, without prejudice to any other lawful remedy and without penalty, to cancel these Terms & Conditions.
12. TERMINATION. Buyer may terminate these Terms & Conditions in whole or in part at any time by written notice delivered to Seller. In the event of such termination and if Seller has not breached these Terms & Conditions, Buyer shall bear the actual out-of-pocket costs of Items (or portions thereof) actually procured by Seller to fill the Items required by these Terms & Conditions to be delivered within the ten (10) day period following the date of Buyer’s notice for termination, where such Items (or portions thereof) have been procured specially for Buyer and are not resalable in the course of Seller’s business. Such payment shall be Seller’s exclusive remedy for such termination.
13. CONFIDENTIALITY. Seller will acquire knowledge of Buyer Confidential Information (as defined below) in connection with its performance hereunder and agrees to keep such Buyer Confidential Information in confidence during and following termination or expiration of this Agreement. “Buyer Confidential Information” includes but is not limited to all information, whether written or oral, in any form, including without limitation, information relating to the research, development, Items, methods of manufacture, trade secrets, the existence of these Terms & Conditions, business plans, customers, vendors, finances, personnel data, Work Item (as defined herein) and other material or information considered proprietary by Buyer relating to the current or anticipated business or affairs of Buyer which is disclosed directly or indirectly to Seller. In addition, Buyer Confidential Information means any third party’s proprietary or confidential information disclosed to Seller in the course of providing Items to Buyer. Buyer Confidential Information does not include any information (i) which Seller lawfully knew without restriction on disclosure before Buyer disclosed it to Seller, (ii) which is now or becomes publicly known through no wrongful act or failure to act of Seller, (iii) which Seller developed independently without use of the Buyer Confidential Information, as evidenced by appropriate documentation, or (iv) which is hereafter lawfully furnished to Seller by a third party as a matter of right and without restriction on disclosure. In addition, Seller may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or law so long as Seller provides prompt notice to Buyer of such requirement prior to disclosure. Seller shall not copy, alter or directly or indirectly disclose any Buyer Confidential Information. Additionally, Seller shall limit its internal distribution of Buyer Confidential Information to Seller’s employees, agents or subcontractors (“Seller’s Assistants”) who have a need to know, and to take steps to ensure that the dissemination is so limited, including the execution by Seller’s Assistants of nondisclosure agreements with provisions substantially similar to those set forth herein. In no event will Seller use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of Buyer Confidential Information. Seller shall not use the Buyer Confidential Information except in the course of performing hereunder and will not use such Buyer Confidential Information for its own benefit or for the benefit of any third party. The mingling of the Buyer Confidential Information with information of Seller shall not affect the confidential nature or ownership of the same as stated hereunder. Seller shall not design or manufacture any Items which incorporate Buyer Confidential Information. All Buyer Confidential Information is and shall remain the property of Buyer. Upon Buyer’s written request or the termination of this Agreement, Seller shall return, transfer or assign to Buyer all Buyer Confidential Information, including all Work Item, as defined herein, and all copies thereof.
14. FORCE MAJEURE. Buyer reserves the right at its option either to have Seller suspend shipment or performance of Items covered by a Purchase Order or to cancel these Terms & Conditions, in whole or in part, at any time (without cancellation charge or penalty) where such suspension or cancellation is deemed necessary or appropriate by Buyer as a result of civil insurrection, war, fire, strike, labor stoppages or other labor disturbances, acts of God, acts or omissions of Seller, acts or omissions of any government, floods, epidemics, freight embargoes, shortages of fuel, energy or materials, failure of suppliers or subcontractors to satisfactorily meet scheduled deliveries, or any cause beyond the reasonable commercial control of Buyer.
15. INDEMNITY; LIABILITY. To the fullest extent permitted by applicable law, and without limiting any other rights or remedies of Buyer under this Agreement, Seller shall indemnify, defend, and hold harmless Buyer, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, liabilities, losses, damages, judgments, settlements, fines, penalties, costs and expenses (including reasonable attorneys’ fees, expert fees, and court costs), whether arising in tort, contract, strict liability or otherwise, to the extent arising out of or relating to: (a) any actual or alleged act, error, omission, negligence, gross negligence, or willful misconduct of Seller or its officers, employees, contractors, or agents, including but not limited to: (i) failure to provide adequate warnings or instructions regarding the safe use, installation, or maintenance of the Items; or (ii) failure to follow or adhere to Buyer’s warnings, instructions, specifications, or guidelines related to the Items; (b) any breach or alleged breach by Seller of any representation, warranty, covenant, or other obligation under these Terms & Conditions; (c) any injury to persons (including death) or damage to property arising from or relating to the use, sale, distribution, storage, or handling of the Items by Seller or Buyer or their employees, contractors, representatives, or agents, including any claims brought by third parties, including but not limited to unrelated third parties, contractors, subcontractors, employees, or customers of Seller or Buyer; (d) any actual or alleged product liability claim relating to any Item sold, distributed, or otherwise made available by Seller, including but not limited to claims involving design defects, manufacturing defects, inadequate warnings, or improper marketing, labeling, installation, use, or maintenance of the Item, except to the extent finally determined by a court of competent jurisdiction to have resulted solely from the Buyer’s gross negligence or willful misconduct; or (e) any modification or customization of the Items carried out or requested by Seller or any agent, or representative of Seller, regardless of whether such modification or customization was performed by Buyer, Seller, or any third party. Seller’s obligations under this Section shall apply regardless of whether such claim is caused in part by any Indemnified Party, except to the extent finally determined by a court of competent jurisdiction to have resulted from the sole negligence or willful misconduct of such Indemnified Party. These indemnification obligations shall survive the expiration or termination of these Terms & Conditions or any Purchase Order and shall remain in full force and effect notwithstanding the expiration of any warranty period applicable to the Items. If any portion of this Section is found to be invalid or unenforceable under applicable law, such portion shall be enforced to the maximum extent permissible, and the remainder of this Section shall continue in full force and effect.
    
    IN NO EVENT SHALL BUYER BE LIABLE TO SELLER OR SELLER’S ASSISTANTS, OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, WHETHER OR NOT BUYER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
16. SERVICES. If the Purchase Order is for services, in whole or in part, the following terms shall apply. Seller is an independent contractor and is not the agent or servant of Buyer. Seller has inspected the premises and site of the service to be performed, takes the premises as is and acknowledges that no representations have been made to Seller as to the conditions said premises or site. Work, when commenced, shall be continuously prosecuted to completion. If Seller shall for any reason be unable to complete the work within the time set forth on these Terms & Conditions, Buyer reserves the right to complete the work and Seller shall reimburse Buyer for the costs and expenses in connection therewith. Seller waives any and all right Seller may have to any mechanic’s liens under the laws of the locality in which the work is performed.
17. ANTI-CORRUPTION. Seller agrees to comply with the Superior Industries Anti-Corruption Policy & Compliance Guide (available at superior-ind.com/compliance) incorporated herein by reference.
18. SOURCING COMPLIANCE. The Seller shall comply with all applicable Laws governing the sourcing, production, and supply of Items under this Agreement, including but not limited to labor, environmental, health and safety, and anti-corruption laws. The Seller shall ensure that all sourcing practices are ethical, transparent, and sustainable according to Laws and industry standards, prohibiting the use of forced labor, child labor, or any form of exploitation in its supply chain. The Seller shall implement industry-standard and legally compliant due diligence procedures to verify compliance with these standards by its suppliers and subcontractors. Upon Buyer’s request, the Seller shall provide auditable documentation demonstrating adherence to these ethical sourcing requirements. Non-compliance with this Section constitutes a material breach of this Agreement, entitling the Buyer to terminate the Agreement and pursue any remedies available under these Terms & Conditions or applicable law.
19. PAYMENT OBLIGATIONS UPON TERMINATION OR CANCELLATION. Upon termination or cancellation of any Purchase Order by either party, whether with or without cause, the Buyer’s sole obligation to the Seller shall be limited to the payment of undisputed amounts due for Items delivered and accepted by the Buyer prior to the termination date, provided such Items are of satisfactory quality and conform to the specifications and requirements set forth in the Terms & Conditions and any Purchase Order. The Buyer shall have no further liability to the Seller for any additional costs, expenses, or damages, including but not limited to anticipated profits, lost opportunities, or costs associated with undelivered Items. The Seller shall promptly (and no later than 30 days after the effective date of termination) issue an invoice for any such undisputed amounts.
20. MISCELLANEOUS. The laws applicable to these Terms & Conditions shall be the laws of the State of Minnesota, USA, without regard to its conflict of laws. If either party commences suit, action or other legal proceeding against the other that relates to these Terms & Conditions or any Item, the forum for the same, including without limitation the forum of the trial, will take place only in Hennepin County, Minnesota. Both parties agree to accept the exclusive jurisdiction of such courts and by signing these Terms & Conditions, both parties waive any objection to venue in such courts. The UN Convention on Contracts for the International Sales of Goods is hereby expressly waived by the parties and it shall not apply to the terms of these Terms & Conditions. If Buyer must enforce the terms of these Terms & Conditions through legal or other proceedings, Buyer shall be entitled to interest, attorney’s fees and costs. No right or interest in these Terms & Conditions shall be assigned by Seller nor shall any duty be delegated by Seller without the written consent of Buyer. Any assignment or transfer without such written consent shall be null and void. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of Buyer without restriction. No failure or delay by Buyer in exercising any right or remedy under these Terms & Conditions will operate as a waiver of, or impair, any such right or remedy. No waiver of any such right or remedy will be effective unless given in a signed written notice. No waiver of any right or remedy will be deemed the waiver of any other right or remedy. This is not an exclusive agreement. Buyer is free to engage others to perform or provide Items the same as or similar to Seller’s. Despite any language in these Terms & Conditions to the contrary, all provisions by their intent or express language contemplate surviving the termination or expiration of these Terms & Conditions and delivery of Items shall survive.

Rev 7/24/2025