TENNANT COMPANY
G E N E R A L P U R C H A S E O R D E R TE R M S A N D C O N D I TI O N S
1. GENERAL. The purchase of product (“Product”) from
Supplier by Tennant Company, a Minnesota corporation,
and/or any of its subsidiary or affiliated companies(“Tennant”) are conditioned upon the following documents (inorder of priority): (i) a mutually agreed and signed agreement;(ii) a Purchase Order provided by Tennant; and (iii) these
General Purchase Order Terms and Conditions (collectively,
the “Contract”).
The Contract constitutes the entire
agreement between Tennant and Supplier and supersedes
all other agreements and undertakings, whether written ororal, between the parties with respect to the subject matter of
the Contract. The Contract may not be changed in any
respect except to the extent of clerical errors which are
subject to correction at any time. Any of the following acts by
Supplier will constitute acceptance of the Contract: (i)electronic acceptance; (ii) acknowledgment of the Contract;or (iii) commencement of performance or Supplier’s notice toTennant of commencement of performance.
2. PAYMENT. Payment terms are two percent (2%) discountnet fifteen (15) days or net sixty (60) days from date of
invoice, at Tennant’s discretion, unless otherwise agreed inwriting. Tennant may set off any amount owing from Supplier
to Tennant or any of its affiliated companies against any
amount payable at any time by Tennant.
3. DELIVERY, RISK, TITLE. All Product will be marked,
packaged, shipped and delivered in compliance withapplicable law and Tennant requirements locatedat http://www.tennantco.com/suppliers.
For shipments wholly within the United States, delivery of
Product is FOB Shipping Point, Freight Collect, per the UCC
definition. For all other shipments, delivery of Product is Free
Carrier (FCA – Supplier’s location) per Incoterms 2010.
Delivery will be made pursuant to the schedule, via the carrier
named by Tennant, without charge for boxing, crating, or
storage unless otherwise specified. The risk of loss ofnonconforming Product remains with the Supplier until cureor acceptance.
Title to the Product will pass upon delivery to Tennant or the
carrier, whichever occurs first.
4. INSPECTION, ACCEPTANCE. Tennant’s payment for
Product will not constitute acceptance of such Product by
Tennant. Tennant may inspect and reject Product that is, in
its sole subjective judgment, defective or nonconforming
regardless of the time elapsed between delivery and
Tennant’s inspection. “Nonconforming” means the Product is
not what Tennant ordered, does not meet Productperformance standards, does not comply with Productspecifications, or is of an incorrect quantity.

Tennant may return rejected Product at Supplier’s expenseand collect from Supplier all related expenses, including but
not limited to unpacking, examining, repacking andreshipping such Product. If Tennant receives Product whose
defects or nonconformity are not apparent on examination,
Tennant reserves all rights with respect to such Product.
Nothing contained in these terms and conditions will relieve
Supplier from its obligations of testing, inspecting andensuring quality control of Product nor otherwise limit
Tennant’s rights to seek damages caused by the delivery ofdefective or nonconforming Product.
In case of Product purchased for U.S government contract or
subcontract, Supplier will cooperate with Tennant to comply
with inspection obligations by providing access to requested
materials and information.
5. PRODUCT SAFETY AND QUALITY. Supplier will notify
Tennant immediately in the event of product safety or quality
issues, including but not limited to recalls. Supplier will fully
cooperate and provide reasonable assistance to Tennant in
the event Tennant recalls or reworks any or all of the Product.
6. WARRANTY. Supplier warrants that the Product will be:(i) new and free from defects in material and workmanship;(ii) conform to any samples or specifications provided by
Tennant and to any statements made to Tennant by
Supplier’s representatives or made on the containers orlabels or advertisements for such Product; (iii) be adequately
contained, marked and labeled; and (iv) not infringe third
party rights.
Supplier further warrants that: (i) it has title to the Product andthe right to sell the Product to Tennant; and (ii) all Productfurnished hereunder will be merchantable, and will be safe
and appropriate for the purpose for which the Product of likekind are normally used. If Supplier knows or has reason toknow the particular purpose for which Tennant intends to use
the Product, Supplier warrants that such Product will be fit forsuch purpose. Supplier will use commercially reasonable
efforts to obtain and flow through to Tennant third party
warranties for any goods not manufactured by Supplier thatare incorporated into the Product.
Supplier’s warranty will run to Tennant, its successors,
assigns, customers and users of products sold by Tennant.
Upon notice from Tennant, Supplier will replacenonconforming Product without expense to Tennant unless
Tennant agrees in writing that Supplier may repair or correct
the defects rather than replace. Should Supplier fail in atimely fashion to correct defects in or replace nonconforming
Product, Tennant after reasonable notice to Supplier, may
make such corrections or replace such product and charge
Supplier for all costs incurred by Tennant in doing so.

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G E N E R A L P U R C H A S E O R D E R TE R M S A N D C O N D I TI O N S
In the event of any serial field failure, Supplier will
immediately take corrective action to rectify the problem andprovide Tennant with notice and Supplier’s correction plan,
per the corrective action plan and requirements from
Tennant. Supplier will be liable for Tennant’s warranty costs
and expenses including but not limited to freight, parts, labor,
travel, and related expenses in connection with diagnosis andrepair or replacement of field failures.
Supplier further agrees to provide Tennant with timely noticeof other customer’s failure experience of same or similarparts.
The warranties contained in this section are in addition to andare not to be construed as restricting or limiting any
warranties or remedies of Tennant, express or implied, which
are provided by the Contract or law. Any attempt by Supplierto limit, disclaim or restrict any such warranties or remedies
of Tennant, in any manner whatsoever will be null, void, andineffective. Supplier’s warranty will be effective for the period
identified in the Contract.
7. NON-BINDING FORECASTS. From time to time for
Supplier’s convenience, Tennant may forecast its potential
future purchases of Product by means of a blanket purchaseorder or functionally similar document or statement. Such
forecasts are informational only and not binding. Tennant will
have no liability for payment for forecasted requirements or
blanket purchase order quantities absent an express
Contract.
8. TERMINATION. Tennant may cancel any Contract, inwhole or in part, at any time and for any reason. In the eventof such cancellation, Supplier will immediately stop all workon that Contract and notify its suppliers or subcontractors tostop work.
Tennant will pay Supplier a reasonabletermination charge reflecting the percentage of the work
performed prior to the notice of cancellation, plus actual
documented direct costs resulting from the cancellation, butless amounts saved by Supplier as a result of the cancellation
or recoverable by Supplier in mitigation of its damages.
Tennant will not pay Supplier for any work done after receiptof the notice of cancellation or for any costs incurred by
Supplier’s suppliers or subcontractors which could havereasonably avoided. Any payment under this provision will
not be deemed to waive of any of Tennant’s other rights.
9. INDEMNIFICATION. Supplier will indemnify, defend andhold harmless Tennant, its subsidiaries and affiliatedcompanies, their successors, assigns, customers and usersof the Product, against all damages, claims, suits, demands
or losses of any kind (including reasonable attorneys’ fees)
arising out of, or alleged to have arisen out of: (i) inaccuracy
in any representation or warranty made by Supplier; (ii)
Supplier’s breach of any obligation under the Contract; (iii)

personal injury (including death) or property damage arisingfrom or based on the negligence or willful misconduct ofSupplier, its employees, agents, or contractors; (iv) any
failure of Supplier to comply with applicable laws or
regulations in connection with Supplier’s manufacture or saleof the Products (including those applicable to environment,
health and safety); (v) product liability; or (vi) costs arising outof any voluntary or involuntary recall, recovery or withdrawalof Product from the market.
10. INTELLECTUAL PROPERTY. "Background Intellectual
Property" means all intellectual property other than Foreground
Intellectual Property. Each party retains its existing rights in
Background Intellectual Property.
"Foreground Intellectual Property" means all intellectual
property and tangible work product conceived, created,developed, and first reduced to practice for the purpose of theContract and directed by Tennant, including without limitation
inventions, technology, designs, works of authorship, technicalinformation, computer software, computer software
documentation, copyrights, patents, and patent applications.
Tennant will own all Foreground Intellectual Property. Supplier
will disclose to Tennant all Foreground Intellectual Property. If
not expressly required to be delivered in the Contract, Supplier
will deliver to Tennant all Foreground Intellectual Property upon
written request from Tennant. Supplier hereby irrevocably
assigns and promises to assign to Tennant all right, title andinterest to all Foreground Intellectual Property. Supplier agrees
to do all things reasonably necessary to enable Tennant tosecure and perfect Tennant's rights in Foreground Intellectual
Property rights, including, without limitation, executing specificassignments of title in Foreground Intellectual Property by
Supplier to Tennant and cooperating with Tennant at Tennant's
expense to defend and enforce Tennant's rights in any such
Foreground Intellectual Property.
To the extent that any Background Intellectual Property is usedin connection with, included, or contained in the Product and not
owned by Tennant pursuant to this Contract or a previous
agreement, Supplier grants to Tennant a worldwide, nonexclusive, irrevocable, paid up, perpetual, royalty-free right andlicense to make, have made, sell, offer for sale, import, use,
execute, reproduce, display, perform, distribute (internally andexternally) copies of, and prepare derivatives of, and authorize
other to do any, some or all of the foregoing.
11. COMPLIANCE WITH LAWS AND REGULATIONS.
Supplier warrants that the Product will be manufactured, sold,used and rendered in compliance with all applicable federal,state, local law, orders, rules, ordinances, and regulations
and will comply with all applicable country laws.

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G E N E R A L P U R C H A S E O R D E R TE R M S A N D C O N D I TI O N S
Supplier will comply with any and all applicable productenvironmental and regulatory requirements including but notlimited to the following:(i)European Directive 2011/65/EU of 8 June 2011 on the
restriction of the use of certain hazardous substances inelectrical and electronic equipment (“RoHS 2”), as
implemented by the various member states of theEuropean Union. Supplier will comply with any
amendments to RoHS 2, and any further instructions
given by Tennant;(ii)
European Directive 2012/19/EU of 4 July 2012 on Waste
Electrical and Electronic Equipment (“WEEE 2”), as
implemented by the various member states of theEuropean Union. With respect to any Producttransferred to Tennant under a Contract which are”electric and electronic equipment” (“EEE”) covered by
WEEE 2, Supplier will, at no additional costs to Tennant
and upon Tennant’s request, assume responsibility fortaking back the Product and for treating or otherwise
managing the Product in accordance with therequirements of WEEE 2 and applicable national
implementing legislation; and take back as of the date of
the Contract the used Product currently owned by
Tennant up to the number of new units being purchased
by Tennant, or to arrange with a third-party to do so inaccordance with all applicable requirements; and(iii)
Regulation (EC) No 1907/2006 of 18 December 2006
concerning the Registration, Evaluation, Authorization
and Restriction of Chemicals (“REACH”) that applies toor affects the Product.
Supplier represents, warrants, and covenants that:
a)

b)

c)

d)
e)

no substance contained in any Product is intended to bereleased under normal and reasonably foreseeableconditions of use, as understood under Article 7(1) of
REACH;
no substance on the Candidate List is present in any
Work in a concentration at or above 0.1% (w/w), as suchconcentration is defined and interpreted pursuant to
REACH;
no substance present in any Work supplied by Supplier
to Tennant requires registration or notification under
Article 6 or 7 of REACH (or any corresponding amended
provisions);
no substance on the Authorization List (Annex XIV) is
present in any Work supplied by Supplier to Tennant;all substances comply with the restrictions (laid out inAnnex XVII to REACH) in any Work supplied by Supplier
to Tennant;In the event that Supplier becomes aware that any
representation or warranty in (a)-(e) above is not accurate, orceases to be accurate, Supplier will:

A.
B.

C.

D.

promptly notify Tennant;ensure that such a substance is registered and/or
notified to the European Chemicals Agency (“ECHA”),
as applicable, pursuant to REACH, and that the said
registration and/or notification includes Tennant’s use of
the substance;
provide Tennant with the name of the substance as wellas with sufficient information to allow Tennant to safely
use the Product or fulfill Tennant’s own obligations under
REACH; anduse its best efforts to ensure, if applicable, that
authorization for Tennant’s use of each such a
substance is granted pursuant to REACH, regardless ofwhether the substance is delivered as such or in the formof “preparations” or contained in “articles” within themeaning of REACH.

In order to comply with the above-mentioned commitments,
Supplier will monitor the publication and the updating of the
Candidate List by ECHA and immediately notify Tennant if anyof the Product supplied to Tennant contains a substanceofficially proposed for listing on the Candidate List; will
undertake a complete inventory of substances contained in
preparations and articles within the meaning of REACH; and will
ensure that its suppliers undertake the same exercise andtimely pre-register and register substances to the extent
required to prevent any interruption of the supply chain.
Supplier will promptly notify Tennant if Supplier becomessubject to any federal, state, or foreign government criminal
proceedings alleging fraud or corrupt practices, once initiatedby the filing of a formal charging document in a court of law.
Supplier will indemnify and hold Tennant harmless from andagainst any liability, claims, demands or expenses (including,
without limitation, legal or other professional fees) arisingfrom or relating to Supplier’s noncompliance.
12. EXPORT/IMPORT CONTROLS. Supplier will control thedisclosure of and access to technical data, information,
Product, and other items received under the Contract inaccordance with relevant export control laws and regulations.
Supplier will not use, export, re-export or otherwise release
any technology, Product, technical data or other items
provided to Supplier by Tennant, except in compliance withall applicable U.S. export laws.
13. CONFIDENTIALITY. Supplier will not disclose any
confidential information (“Tennant Confidential Information”)
including information disclosed to Supplier, whether written ororal, in any form, relating to the research, development,
products, methods of manufacture, trade secrets, businessplans, customers, vendors, finances, personnel data, work
product and other material or information relating to Tennant’s
current or anticipated business to another party and will use
Tennant Confidential Information only in connection with its#28298TENNANT COMPANY
G E N E R A L P U R C H A S E O R D E R TE R M S A N D C O N D I TI O N S
obligations under the Contract. Supplier may make Tennant
Confidential Information available to its employees, agents or
subcontractors who have a legitimate need to know suchinformation for purposes of carrying out Supplier’s obligations
under the Contract. Supplier will be responsible for any breachof confidentiality caused by its employees, agents or
subcontractors, and Supplier will take appropriate precaution,
per its disaster recovery plan discussed in Section 17 below, toprevent and protect against cyber-related threats.
Except for trade secrets, Supplier’s confidentiality obligations
expire five years after initial disclosure and do not apply to theextent Supplier can prove the information was (a) known to the
public at the time of Tennant's disclosure to Supplier or entered
the public domain thereafter through no fault of Supplier; or (b)rightfully communicated to Supplier by a third party who was notunder any obligation of confidentiality. The burden of proof lies
with the Supplier. At Tennant's request or on termination of theContract, Supplier will return or certify the destruction of all
Tennant Confidential Information.
Supplier will not, without Tennant’s prior written consent, use
Tennant’s name or trademarks in any advertising, promotion orcommunication to the public or advertise, publish or announce
Tennant’s purchase of Product.
14. INSURANCE. From commencement of the Contract, andfor as long as any applicable statute of limitations is in effect,
Supplier will provide, pay for and maintain in effect thefollowing types and amounts of insurance with insurancecompanies with A.M. Best ratings of A- or higher andotherwise satisfactory to Tennant:
•
•

•
•
•
•
•
•

Workers Compensationo statutory for state of operation;
Employer’s Liability
o $500,000 per each accident,
o $500,000 per each employee
o $500,000 policy limit;
Auto Liability (owned, non-owned, hired) Bodily Injury
o $1,000,000 combined single limit
Property Damageo All risks covered at replacement costCommercial General Liability
o $1,000,000 each occurrence;
Bodily Injury & Property Damage
o $2,000,000 aggregate including Contractual
Liability
Umbrellao $5,000,000 aggregate
Additional Insuredo Tennant and its subsidiaries, directors/officers
and employees, shall be named as anadditional insured (primary, non-contributory)

Tennant, and its subsidiaries, directors/officers andemployees, will be named as an additional insured (primary,non-contributory).
Upon Tennant’s reasonable request, Supplier will obtain a
Certificate of Insurance evidencing the coverage and send a
copy to:Tennant Company
Office of General Counsel
701 North Lilac Drive
Minneapolis, MN 55422, USA
at the commencement of the Contract. Upon request,
Tennant may examine true copies of the actual policies. Eachcertificate will provide that thirty (30) days’ prior written notice
will be given Tennant in the event of cancellation or materialchange in the policies. Such policies will name Tennant
Company as an additional insured, will provide that thecoverage provided by Supplier’s insurance will be primaryand non-contributing with respect to any insurance carried by
Tennant and will be endorsed to provide that there are no
subrogation rights against Tennant or its affiliates.
15. STANDARD OF CONDUCT. Supplier acknowledges
receipt of a copy of Tennant’s Supplier Core Expectations(“Expectations”)
locatedat http://www.tennantco.com/suppliers, as Tennant may
update from time to time in its sole discretion, and will conduct
itself and otherwise perform consistently with the
Expectations. Supplier will notify Tennant promptly if Supplierbecomes aware of any conduct by Supplier or its suppliers or
subcontractors that is inconsistent with the Expectations.
16. GOVERNING LAW. The Contract will be governed by
the laws of, and the resolution of any dispute will be held in,the jurisdiction in which the Tennant entity that issued theContract is located, and specifically the State of Minnesota
for Product ordered from a Tennant entity in the UnitedStates, without giving effect to the choice of the law
provisions thereof. The United Nations Convention on
Contracts for the International Sales of Goods (UNCISG) will
not apply. The Contract may be translated into languages
other than English, but in the event of a conflict between the
English version and any translation the English version willcontrol.
17. FORCE MAJEURE, DISASTER RECOVERY. Neither
party will be responsible for or liable for failure to perform
resulting directly or indirectly from contingencies beyond its
control including but not limited to, fires, floods, explosions,accidents, acts of God, declared and undeclared wars or
riots. In the event of a force majeure event, the party delayedin performing will promptly give notice to the other party and#28298TENNANT COMPANY
G E N E R A L P U R C H A S E O R D E R TE R M S A N D C O N D I TI O N S
will use commercially reasonable efforts to avoid or minimize
the delay. Parties cannot avoid liability if they can prevent
non-performance through reasonable precautions orcommercially accepted processes or provide substantively
similar performance through use of substitute services,
alternate sources or work-around plans.
Within thirty (30) days of the formation of the Contract,
Supplier will have a plan for continuation of production anddelivery of Product in the event of disaster or otherinterruption at its facilities. Such disaster recovery plan will
also include remedial, redundancy, and back-up measuresfor Supplier’s dependence on a single source for a material,
component, or service, and reasonable, state-of-the-art
protective measures against data breach and other cyberrelated threats. Upon reasonable request, Supplier will
provide said disaster recovery plan to Tennant.
18. SUBCONTRACTING AND ASSIGNMENT. Supplier will
not transfer, assign, or sublicense any of its rights, obligations
or interests under these terms and conditions without
Tennant’s prior written consent. Supplier is responsible forsubcontractor’s noncompliance with these terms andconditions and will obtain a signed agreement from eachsubcontractor binding the subcontractor to these terms andconditions Tennant will not be liable for any damages andcosts caused by Supplier’s failure to pay a subcontractor.
19. LIMITATION OF LIABILITY. In no event will either party
be liable to the other party or a third party for any special,
indirect, incidental, consequential, punitive or exemplary
damages arising from this Contract, whether based in tort orbreach of Contract or other basis, even if it has been advisedof the possibility of such damages.
20. SEVERABILITY. If any part or obligation under theContract is found to be illegal or unenforceable the parties will
be excused from performance of such but this will not affectthe validity and enforceability of the remaining terms andconditions, provided that the remaining terms constitute acommercially reasonable agreement.
21. WAIVER. Any delay or failure to exercise a right orremedy under the Contract will not be construed to be awaiver of that right or remedy. No claim or waiver arisingunder the Contract is effective unless made in a writing
signed by waiving party.
22.
CERTIFICATIONREGARDINGDEBARMENT,SUSPENSION, PROPOSED DEBARMENT AND OTHERRESPONSIBILITY MATTERS. By either submitting its
proposal/quotation or accepting this Contract, Supplier will bedeemed to have certified that, to the best of its knowledge
and belief, that: (a) Supplier and/or any of its Principals (asdefined in FAR 52.209-5), (1) are not presently debarred,suspended, proposed for debarment, or declared ineligible
for the award of contracts by any Federal agency; (2) have
not within a three-year period preceding this offer, been
convicted of or had a civil judgment rendered against themfor: commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public(Federal, state, or local) contract or subcontract; violation ofFederal or antitrust statutes relating to the submission of
offers; or commission of embezzlement, theft, forgery,bribery, falsification or destruction of records, making false
statements, or receiving stolen property; and (3) are notpresently indicated or otherwise criminally or civilly charged.
Supplier shall notify Tennant immediately in the event its
status with respect to this Section changes.
23. COUNTRY OF ORIGIN, NAFTA, AND OTHER TARIFFTERMS. Supplier certifies, represents and warrants as of theeffective date of this Contract and on an ongoing basis
thereafter that all country of origin labeling, identification,
certifications, and Product Information is and will be current
and accurate. Supplier will comply with all applicable tradelaws, including but not limited to the Trade Agreements Act,and the laws and regulations of U.S. Customs and Border
Protection and the Federal Trade Commission. Supplier will
mark all Products and/or the Product’s packaging with correct
country of origin markings, and provide accurate Export
Commodity Control Numbers ("ECCNs") and US Census
Bureau Schedule B Harmonized Tariff codes/Harmonized
Tariff Schedule of the United States ("HTSUS") numbers inconformity with all applicable trade Laws.
If Products qualify for preferential treatment under the North
American Free Trade Agreement ("NAFTA") or other U.S.
Free Trade Agreements ("FTAs"), Supplier will provide aproperly completed and signed NAFTA certificate of origin,other FTA certificate of origin or equivalent manufacturer's
affidavit. If Products do not qualify for preferential treatment
under NAFTA or another FTA, Supplier will provide TSSC thecorrect country of origin for the Product or indicate the country
where the last substantial transformation occurred.
Supplier will update and notify Tennant on a timely andcontinuing basis of changes in country of origin, NAFTA
information, harmonized tariff codes, ECCNs/HTSUS
numbers and Product Information. Supplier will cooperate
promptly with all information requests and solicitations for
Product Information required under this paragraph.
Supplier will indemnify Tennant and its respective customers
against all losses and cost of damage (including any fines,
penalties, or lost duty savings opportunities), resulting
directly or indirectly from Supplier's furnishing documents toTennant in support of any FTA duty preference claim that
contains errors or omissions in certifications or affidavits#28298TENNANT COMPANY
G E N E R A L P U R C H A S E O R D E R TE R M S A N D C O N D I TI O N S
provided by Supplier, or from any other non-compliance withthe applicable trade laws and regulations.
24. U.S. GOVERNMENT CONTRACTS. In case ofcommercial items, Supplier will identify and represent its
Product to be a Commercial Item as defined in FAR 2.101
and provide supporting rationale and documentation asrequested by Tennant. Further and as applicable, Suppliershall comply with the FAR clauses set forth in FAR 52.244-6
Subcontracts for Commercial Items, as well as any otherrelated requirements that may be communicated to Supplierby Tennant from time to time, and agrees to cooperate withand assist Tennant in the event evidence of compliance withthis Section is required.

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