Terms and Conditions
Terms and Conditions of Purchase
1. Scope
1.1 These Terms and Conditions of Purchase (“T&Cs”) govern all purchases of goods, or services from any vendor or supplier (“Supplier”) by MIM International, Inc. (“Buyer”). By fulfilling any portion of a Buyer order, Supplier unequivocally accepts these T&Cs whether the Supplier signs anything or not.
1.2 These T&Cs override every conflicting term from Supplier - including any terms hidden in quotations, acknowledgments, emails, or invoices - unless a high-level executive authorizes a written exception before Supplier ships.
1.3 Buyer may enforce these T&Cs retroactively if Supplier tries to swap in different terms after work begins.
1.4 Supplier is responsible for verifying all PO details and must question discrepancies before performance. Failure to do so is acceptance of full compliance liability.
1.5 Any performance – including production, shipment, partial shipment, service scheduling, or onboarding – counts as binding acceptance of Buyer’s terms without exception.
2. Applicability
2.1 These T&Cs govern every transaction between Buyer and Supplier – no exceptions. Supplier’s standard terms, whether embedded in quotes, portal uploads, packing lists, delivery documents, or invoices, shall not apply and are expressly rejected in their entirety.
2.2 In any conflict among documents, priority is as follows – in this exact order:
1) A written agreement executed by Buyer’s authorized officer.
2) Buyer’s Purchase Order (PO), including notes on the face of the order.
3) These Terms & Conditions of Purchase.
4) Any Supplier document Buyer has explicitly approved in writing.
2.3 Silence is not consent. Buyer is not bound by Supplier terms even if Buyer does not object each time Supplier attempts to include them.
2.4 No verbal statements, field promises, or emails from Supplier alter these T&Cs. Any change must be redlined and signed by an authorized Buyer representative, or it is null and void.
2.5 Buyer may update these T&Cs at any time. The version in effect on the PO date applies unless Buyer expressly states otherwise in writing.
2.6 If Supplier proceeds with any work that contradicts the PO or these T&Cs without clarification or approval, Supplier assumes full responsibility for resulting non-compliance, costs, and delays.
3. Interpretation
3.1 The following definitions apply throughout the Contract unless expressly modified in the PO or a written agreement executed by Buyer’s authorized representative:
• “Buyer” means MIM International, Inc., and any affiliate expressly identified in the PO.
• “Supplier” means the entity named on the PO, including its employees, agents, subcontractors, and sub-suppliers.
• “Goods” means all tangible items supplied to Buyer, including parts, components, assemblies, and accessories.
• “Services” means installation, inspection, filed work, design, consulting, testing, or other activities performed for Buyer.
• “Contract” means these Terms & Conditions of Purchase, the applicable PO, Buyer’s specifications, drawings, standards, and any written agreement executed by Buyer’s authorized representative.
• “Non-Conforming Goods” means any Goods or Services that fail to meet any contractual requirement, including design, quality, performance, compliance, documentation, or delivery schedule.
• “Incoterms 2020” means the ICC trade rules governing delivery responsibilities and risk transfer.
• “UCC” means Article 2 of the Uniform Commercial Code, as adopted in the Texas Business & Commerce Code, governing the sale of goods and available remedies.
• “Importer of Record” means the party responsible for U.S. customs entry, duties, taxes, and regulatory compliance for imported Goods. Supplier is the Importer of Record unless expressly stated otherwise in the PO.
• “USPPI” (U.S. Principal Party in Interest) means the U.S. party receiving the primary benefit of an export transaction as defined by U.S. export regulations. Supplier shall support all documentation requirements when Buyer is USPPI.
• “Force Majeure Event” means an event beyond reasonable control of the affected party, including natural disasters, war, terrorism, major cyber incidents, or government actions that materially prevent timely performance.
3.2 If any ambiguity or conflict exists between documents or interpretations, the interpretation most favorable to Buyer controls.
3.3 References to laws, regulations, standards, and codes include the latest effective versions, regardless of outdated references in Supplier documentation.
3.4 Section headings are for convenience only and do not affect the meaning or enforceability of any provision.
3.5 “Including” means “including without limitation,” and does not limit scope, applicability, or enforceability of Buyer’s rights.
3.6 The Contract is governed by UCC Article 2 and the Texas Business & Commerce Code except where these Terms impose stricter obligations or provide additional rights – in which case these Terms prevail.
3.7 Any trade usage, prior course of dealing, and Supplier’s standard business practices shall not modify the Contract unless explicitly incorporated by Buyer in writing.
4 Price and Payment
4.1 Firm Pricing. All pricing agreed and stated on the Purchase Order is firm, not subject to increase, adjustment, surcharges, or additional fees of any kind unless expressly approved in writing by Buyer in advance. Any attempt by Seller to add charges (including but not limited to fuel, labor, material escalations, tariffs, duties, or freight upcharges) after order acceptance will be rejected, and Buyer reserves the right to deduct any unauthorized charges from payments owed.
4.1.1 Adequate Assurance of Performance (UCC §2-609). If Buyer, at any time, determines Seller’s ability to perform is insecure-including delivery risk, pricing volatility, or financial instability - Buyer may demand written adequate assurance. Seller must provide such assurance within five (5) business days. Failure to comply allows Buyer to suspend performance, procure alternative supply, and recover all excess costs from Seller.
4.2 Payment Terms. Payment terms applicable to each Supplier shall be those approved and documented during Buyer’s vendor onboarding and credit approval process, or as otherwise expressly stated on the applicable Purchase Order.
Where agreed in writing by both parties, special payment terms may apply for specific projects, programs, or commercial arrangements, and such terms shall be documented on the Purchase Order or in a written agreement executed by Buyer’s authorized representative.
Supplier acknowledges that payment terms are commercially agreed prior to order fulfillment and are not modified by invoice language, acknowledgements, or Supplier standard terms.
Buyer may withhold payment on disputed amounts without penalty. Submission of an invoice prior to delivery of conforming Goods and required documentation does not accelerate payment obligations.
4.3 Invoice Requirements. Invoice must reference the Purchase Order number, line-item detail, quantities, unit pricing, and delivery documentation. Failure to comply pauses payment terms until corrected.
4.4 Taxes. Prices must include all applicable taxes unless otherwise stated. Any tax obligations not specifically agreed in writing will be Seller’s sole responsibility.
4.5 Offsets & Right to Deduct (UCC §2-717). Buyer may set off or deduct from any invoice:
• Non-conforming Goods.
• Late delivery penalties.
• Warranty claims.
• Any amount owed by Seller to Buyer, regardless of origin.
No advance notice required for deduction.
4.6 No Minimum Purchase Commitments. Acceptance of one order does not obligate Buyer to future purchases. Forecasts are not guarantees.
4.7 Pricing Transparency & Review. Seller shall maintain pricing and cost records consistent with generally accepted practices for the industry. Upon Buyer’s reasonable request, and where a pricing change or cost adjustment is being proposed by Seller, Seller shall provide supporting documentation demonstrating the basis of such change. Any upward price adjustment is subject to Buyer’s prior written approval. Lack of sufficient justification may result in Buyer declining the requested adjustment and maintaining agreed pricing.
4.7.1 Acceleration Rights. If Seller’s financial or operational stability gives Buyer reasonable grounds for insecurity regarding timely performance, Buyer may adjust commercial arrangements as necessary to ensure continuity of supply. These adjustments may include modifying delivery schedules, reallocating orders, applying credits or offsets, or securing alternate sources. Buyer will communicate such actions to Seller, and both parties shall work in good faith to restore normal performance as soon as practicable.
5 Delivery, Title & Risk of Loss
5.1 Delivery Requirements. Seller shall deliver all Good in the quantities, to the locations, and on the dates specified in the Purchase Order. Delivery is not complete until Goods are received at the designated destination and accepted by Buyer as conforming.
5.2 Schedule Adherence. Time is of the essence. If Seller anticipates any delay, Seller must notify Buyer immediately and provide a recovery plan. If required to maintain continuity of supply, Buyer may request expedited shipping at Seller’s expense.
5.3 Incoterms / Transportation. Unless expressly stated otherwise on Purchase Order, all deliveries shall be FOB Destination (Incoterms 2020 equivalent: DAP Buyer’s Location). Seller retains all costs and responsibilities up to the point of Buyer receipt.
5.4 Title Transfer (UCC §2-401). Title transfers to Buyer only upon receipt of Goods at the delivery location specified in the Purchase Order. Transfer of title does not waive Seller’s ongoing obligations regarding conformity, quality or documentation.
5.5 Risk of Loss (UCC §2-509). Risk of loss or damage remains with Seller until Goods are delivered to and accepted by Buyer as conforming. Non-conforming Goods always remain at Seller’s risk.
5.6 Documentation Requirements. Each shipment must include packing lists and all required documentation, including certificate(s) of compliance where applicable. Missing or incomplete documentation may delay acceptance and payment timelines.
5.7 Over-Shipment / Under-Shipment. Buyer may reject or return any quantities that exceed the ordered amount. Undershipment may be treated as partial non-performance, and Buyer may cancel any undelivered balanced without liability.
5.8 Early Delivery. Early deliveries require Buyer’s prior written consent. Goods delivered early may be returned or stored at Seller’s cost and risk.
5.9 Inspection Rights. Buyer reserves the right to inspect Goods at any time prior to acceptance. Payment or transfer of title does not constitute acceptance of non-conforming Goods.
6 Inspection, Testing & Rejection of Non-Conforming Goods
6.1 Right to Inspect. Buyer may inspect Goods at any time prior to acceptance. Inspection may occur at Seller’s facility, in transit, or at the delivery destination. Buyer’s inspection does not relieve Seller of any obligations under the Purchase Order.
6.2 Documentation & Test Reports. When specified, Seller shall provide certificates of compliance, mill test reports, inspection records, and any other documentation required by the Purchase Order. Buyer may withhold acceptance pending receipt and review of required documentation.
6.3 Non-Conforming Goods. Goods that do not meet the specifications, quality requirements, quantity, documentation requirements, or delivery conditions are considered non-conforming and may be rejected at Buyer’s discretion
6.4 Rejection & Remedies. If Goods are rejected, Buyer may elect any one or more of the following, at its discretion:
a) Return Goods to Seller at Seller’s cost and risk,
b) Require Seller to replace or correct the Goods at Seller’s cost,
c) Procure replacement Goods from an alternate source and recover the difference from Seller,
d) Hold Goods for disposition instructions from Seller, and/or
e) Issue a credit or adjust future payments.
6.5 Corrective Action Expectations. Seller shall promptly implement corrective actions to prevent recurrence of non-conforming deliveries. Seller will provide updates upon request until performance stabilizes.
6.6 Timing of Rejection. Buyer’s failure to reject Goods immediately upon delivery shall not be interpreted as acceptance. Acceptance may only occur in writing or through clear, formal acknowledgment of conformity.
6.7 Title & Risk for Non-Conforming Goods. Non-conforming Goods remain at Seller’s risk at all times, whether rejected, held for disposition, or returned for replacement.
6.8 Latent Defects. Buyer’s acceptance shall not limit Buyer’s right to remedy latent or concealed defects discovered at any time during the warranty period or reasonable lifespan of the Goods.
7 Warranties
7.1 General Warranty. Seller warrants that all Goods furnished under the Purchase Order shall:
• Conform to all specifications, drawings, standards, and requirements,
• Be new and not refurbished (unless expressly agreed in writing),
• Be free from defects in material and workmanship,
• Comply with all applicable laws, regulations, and industry standards,
• Be of merchantable quality and fit for the purpose intended by Buyer.
7.2 Duration of Warranty. Unless otherwise specified in the Purchase Order, the warranty period shall be the greater of:
a) 12 months after installation or
b) 18 months after delivery
7.3 Regardless of Title transfer or payment timing.Non-Conformance Correction. During the warranty period, Seller shall promptly correct or replace any non-conforming Goods at Seller’s sole cost, including freight, handling, and any removal and reinstallation required to restore operational service.
7.4 Remedies Not Limited. Buyer’s rights to repair, replace, reject, or recover damages are cumulative and not limited to the remedies provided in this Section. Any remedy may be pursued independently or in combination.
7.5 Repaired or Replaced Goods. Any corrected or replaced Goods shall carry a new warranty period under the same terms, beginning on the date of correction or replacement.
7.6 Third-Party Warranties. Seller shall pass through any third-party manufacturer warranties to Buyer and remain responsible for warranty performance if such manufacturers fail to fulfill their obligations.
7.7 Right to Recover Costs. If Seller does not promptly address a warranty claim, Buyer may correct or replace the Goods and recover all associated costs from Seller.
8 Compliance, Quality & Traceability Requirements
8.1 Legal & Standards Compliance. Seller shall ensure all Goods and Services furnished conform to all applicable laws, regulations, codes, industry standards, and Buyer-specific requirements. Seller shall promptly notify Buyer of any compliance concerns affecting quality, safety, delivery, or performance.
8.2 Quality System & Record Retention. Seller shall maintain a documented quality management system appropriate for the type of Goods supplied, including traceability and manufacturing controls. Seller shall retain all records related to inspection, testing, certifications, and deliveries for a minimum of ten (10) years and shall provide such records to Buyer upon request at cost or delay.
8.3 Sub-Supplier Control. Seller shall control and oversee all sub-suppliers used in performance of the Purchase Order and shall remain fully responsible for their compliance with all requirements of the Contract. Buyer may request qualification records or require replacement of any sub-supplier presenting performance or compliance risk.
8.4 Change Control. Seller shall not implement any change affecting form, fit, function, performance, compliance, or documentation of the Goods without Buyer’s prior written approval. Unauthorized changes constitute non-conforming Goods subject to rejection and corrective action.
8.5 Counterfeit Material Prevention. Seller shall maintain processes to prevent counterfeit, fraudulent, or suspect materials from entering the supply chain. Seller shall immediately contain, investigate, and replace such materials at its sole cost and notify Buyer of the issue and corrective actions taken.
8.6 Audit & Verification. Buyer may verify Goods at Seller’s facility or Buyer’s receiving location and may audit applicable processes, systems, and records with reasonable notice. Seller shall provide access, cooperation, and objective evidence of compliance.
8.7 Corrective Action Expectations. Seller shall promptly implement containment, root-cause analysis, corrective action, and preventative measures for any non-conformance or recurring performance issue. Buyer may adjust order allocations or suspend shipments until performance is restored to an acceptable level.
9 Trade & Regulatory Compliance
9.1 Import & Export Responsibilities. Seller shall comply with all United States import and export regulations, including but not limited to U.S. Customs and Border Protection (CBP) requirements, country-of-origin declarations, and any classification, valuation, or tariff obligations applicable to the Goods. Seller is the Importer of Record unless expressly stated otherwise in the Purchase Order and shall be responsible for all associated duties, taxes, and import compliance.
9.2 Country of Origin & Certification. Seller shall provide accurate country-of-origin information for all Goods and components and shall supply origin certificates (including USMCA certifications where applicable) upon request. Incorrect or incomplete origin documentation shall be deemed non-compliant and may delay acceptance or payment.
9.3 Export Classification & Restrictions. Seller shall identify any Goods subject to Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), or other export-controlled classifications. Seller shall notify Buyer in writing of any such restrictions at the time of quotation and prior to acceptance of any Purchase Order.
9.4 Trade Sanctions & Denied Parties. Seller shall ensure no Goods, materials, entities, or personnel associated with performance of the Purchase Order appear on any U.S. or international restricted-party lists, including OFAC, BIS, or UN sanctions lists. Violations shall be considered a material breach.
9.5 Forced Labor & Ethical Sourcing. Seller warrants that all Goods and materials supplied are free from forced labor, child labor, child labor, and human-rights violations and comply with applicable laws, including the U.S. Uyghur Forced Labor Prevention Act (UFLPA). Seller shall provide supporting documentation upon request.
10 Indemnification
10.1 General Indemnity. Seller shall indemnify, defend, and hold harmless Buyer, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorney fees) arising out of or related to:
a) Injuries or damage to persons or property caused by Seller’s Goods or performance;
b) Defects, non-conformances, or failures of the Goods to meet Contract requirements; and
c) Seller’s negligence, willful misconduct, or breach of the Contract.
10.2 Intellectual Property Indemnity. Seller shall indemnify and defend Buyer against any claim alleging that the Goods infringe upon misappropriate any intellectual property right, including patents, trademarks, copyrights, or trade secrets, except to the extent such infringement is directly caused by Buyer’s specifications. 10.3 Third-Party Claims. Seller’s indemnification obligations shall include claims asserted by Seller’s employees, agents, subcontractors, or sub-suppliers, and shall not be limited by any workers’ compensation or similar statutory limitations.
10.4 Defense Obligations. Upon written notice of any claim subject to indemnification, Seller shall promptly assume defense and settlement responsibilities. Buyer may participate in the defense with counsel of its choosing when claims involve material business or reputational risk.
11 Confidentiality & Intellectual Property
11.1 Confidential Information. Seller shall keep confidential all non-public information received from Buyer, including technical data, specifications, drawings, pricing, and business information, and shall use such information solely for fulfilling the Purchase Order. Seller shall not disclose Buyer’s information to any third party without Buyer’s prior written consent.
11.2 Ownership of Buyer Information and Property. All confidential information, documents, specifications, pricing, drawings, software, data, and other materials provided by Buyer in connection with the Purchase Order are and shall remain the property of Buyer. Seller shall use such information and materials solely for fulfilling the Purchase Order, protect them from unauthorized access or disclosure, and return or destroy them upon Buyer’s request.
11.3 Intellectual Property Rights. Unless expressly agreed otherwise in writing, all intellectual property rights arising from or related to Goods designed specifically for Buyer shall belong exclusively to Buyer. Seller shall execute documents as necessary to confirm such ownership.
11.4 Publicity & References. Seller shall not use Buyer’s name, trademarks, or relationship for marketing, publication, or reference purposes without Buyer’s prior to written approval.
12 Force Majeure
12.1 Excusable Delay. Neither party shall be liable for delays caused by events beyond reasonable control, including natural disasters, war, terrorism, major cyber incidents, or government actions that materially prevent timely performance, provided the affected party promptly notifies the other and takes reasonable efforts to resume performance.
12.2 Buyer Remedies. If a Force Majeure Event continues for more than thirty (30) days and materially impacts delivery or performance, Buyer may cancel the affected portion of the Purchase Order without liability.
13 Insurance Requirements
13.1 Required Coverage. Seller shall maintain insurance coverage customary for the Goods and services provided, including general liability, product liability, workers’ compensation, and automobile liability insurance, in commercially reasonable amounts.
13.2 Certificates of Insurance. Upon request, Seller shall provide certificates of insurance evidencing required coverage and shall notify Buyer of any material reduction or cancellation of coverage.
14 Termination & Cancellation Rights
14.1 Termination for Convenience. Buyer may cancel all or any portion of the Purchase Order at any time by written notice to Seller. Buyer shall pay reasonable, documented costs for completed Goods and authorized work-in-process but shall not be liable for lost profits or other indirect damages.
14.2 Termination for Cause. Buyer may terminate the Purchase Order immediately upon written notice if Seller breaches the Contract or fails to perform, including failure to deliver conforming Goods on time. Buyer may procure replacement Goods and recover any excess costs from Seller.
15 Governing Law & Jurisdiction
15.1 Governing Law. This Contract is governed by the laws of the State of Texas, including the Texas Business & Commerce Code and UCC Article 2.
15.2 Venue. Any legal action arising out of this Contract shall be brought exclusively in state or federal courts located in Harris County, Texas.
16 Miscellaneous
16.1 Assignment. Seller shall not assign or subcontract any rights or obligations under the contract without Buyer’s prior written consent.
16.2 Entire Agreement. The Contract constitutes the entire agreement between the parties and supersedes all prior communications relating to the subject matter.
16.3 Waiver. Failure by Buyer to enforce any right shall not be deemed a waiver of future enforcement.
16.4 Severability. If any provision of the Contract is found invalid, the remaining provisions shall remain in effect.
16.5 Survival. Obligations relating to confidentiality, intellectual property, warranties, and indemnification shall survive completion or termination of the Contract.
MIMINT-CORP-POL-002 Rev. 0 | Effective December 2025 | Rev 0