Updated April 1, 2026
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This Purchase Order (“PO”) is issued by Planar Motor Incorporated / PMI (“Buyer”). This PO, including these General Terms and Conditions (“GT&C”), constitutes the entire agreement between the parties. Acceptance, shipment, or performance by the Supplier constitutes the Supplier’s full and unconditional acceptance of these terms. The Buyer hereby objects to and rejects any additional or different terms proposed by Supplier in any quotation, acknowledgment, or invoice, unless expressly agreed to in writing by an authorized representative of Buyer.

Prices and Incoterms shall be as specified in the quotation or PO and shall be firm and not subject to adjustment. Payment terms shall be Net 30/45/60 days from the later of: (i) receipt and acceptance of the goods or services, or (ii) receipt of a valid invoice. No additional charges, fees, or price adjustments shall apply unless expressly agreed to in writing by the Buyer.

The Supplier shall meet all delivery dates specified in the PO. In the event of any anticipated or actual delay, the Supplier shall promptly notify the Buyer in writing, stating the reasons for the delay and the expected revised delivery date.  

If the Supplier fails to meet the agreed delivery date, the Buyer reserves the right to assess liquidated damages in the amount of 1% of the total PO value for each week of delay, up to a maximum of 10%. The parties agree that this sum represents a genuine pre-estimate of the Buyer’s losses, without prejudice to any other rights or remedies available to the Buyer.

The Supplier shall ensure all goods:
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- conform in all respects to the specifications, drawings, samples, and other requirements specified in the PO;
- comply with all applicable laws, regulations, and industry standards; and
- meet requirements set forth in the most current version of the Buyer’s Supplier Manual.

The Buyer may inspect goods at any time, including during production, prior to shipment, and upon receipt. Such inspection shall not relieve the Supplier of its obligations to ensure full compliance with the PO. Any goods that do not conform to the requirements of the PO may, at the Buyer’s sole discretion, be rejected. In such cases, the Buyer may:

- return the nonconforming goods to the Supplier at the Supplier’s cost and risk;
- require the Supplier to promptly repair or replace the nonconforming goods at the Supplier’s expense; and/or
- Recover from the Supplier any costs incurred by the Buyer as a result of such nonconformance.

The Supplier warrants that the goods shall be free from defects in design, materials, and workmanship and shall conform to the requirements of the PO for a period of thirty-six (36) months from the date of delivery. If any defects are identified during the warranty period, the Supplier shall, at the Buyer’s option, promptly repair or replace the defective goods at the Supplier’s cost and expense, including all associated costs such as transportation, labor, and materials.

The Supplier shall not ship nonconforming goods without the Buyer’s prior written approval. The Supplier shall immediately notify the Buyer in writing upon identification of any actual or potential nonconformance affecting the goods. The Supplier shall investigate the root cause of the nonconformance and provide a corrective action report (such as an 8D report or equivalent) within a reasonable timeframe or as requested by the Buyer.

The Supplier shall not make any changes to the goods or their production without the Buyer’s prior written approval, including:

- design or materials;
- manufacturing processes or production location;
- packaging methods, labeling, or storage conditions; and
- sub-suppliers or sources of supply. Unauthorized changes shall constitute a material breach of the PO.

Unauthorized changes shall constitute a material breach of the PO.

The transfer of risk and title shall be in accordance with Incoterms® 2020 unless otherwise stated in the PO.

The Supplier shall defend, indemnify, and hold harmless the Buyer and its affiliates, and their respective directors, officers, employees, and agents, from and against all losses, damages, liabilities, costs, and expenses incurred by the Buyer arising out of or relating to: (i) any defective or nonconforming goods, (ii) delays in delivery, (iii) any breach of the PO, or (iv) any negligent act or omission or willful misconduct of the Supplier or any of its affiliates or subcontractors. Such liability shall include, but not be limited to:

- costs of sorting, inspection, rework, repair, or replacement;
- production or line downtime and associated losses;
- damage to the Buyer’s products, systems, or equipment caused by defective goods, including after assembly or integration; and
- field failures, recalls, and related corrective actions, including claims from customers or third parties.

The Buyer shall have the right, upon reasonable notice, to audit the Supplier’s facilities, processes, and records. The Supplier shall provide reasonable access and cooperation. The Supplier shall retain all records related to production, quality, and traceability for a minimum of seven (7) years from the date of delivery.

The Supplier shall comply with all applicable laws and standards, including but not limited to RoHS, REACH, Conflict Minerals regulations (CMRT), and environmental/labor laws. Supporting documentation must be provided upon request.

All information provided by the Buyer shall be treated as confidential and used solely for fulfilling the PO. This obligation shall survive the completion or termination of the PO.

The Buyer may terminate the PO, in whole or in part, for convenience upon written notice, or immediately for cause (including failure to meet quality or delivery obligations).

In the event of termination for convenience, the Buyer shall pay the Supplier for: (i) goods delivered and accepted prior to the effective date of termination and (ii) reasonable, documented costs incurred by the Supplier for work in progress, to the extent such costs are non-cancellable and directly attributable to the PO.

This PO shall be governed by and construed in accordance with the laws of the Province of British Columbia, and the federal laws of Canada, without regard to its conflict of laws principles.

In the event of any conflict, the order of precedence shall be: (i) The PO; (ii) These GT&C; (iii) Technical specifications/drawings; (iv) The Buyer’s Supplier Manual.