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O.C. Tanner Legal


Quality Standards


Great work. O.C. Tanner delivers it day-in and day-out to more than 8000 clients in 125 countries around the world. We delight our clients with the highest quality products and best customer service imaginable. Our dedication to improvement gives clients confidence in our capabilities, helping them appreciate and recognize the great work of the people in their organizations.

Our standard of excellence reaches beyond our walls, extending to our partners and suppliers.

We consider excellence fundamental to our continued success and will not do business with any organization that cannot meet our quality, social, and environmental guidelines.


O.C. Tanner exceeds industry standards when it comes to quality. This quality is ensured and delivered through rigorous employee training, a thorough documentation process, and the Tanner Improvement System.

The Tanner Improvement System is an in-house department that applies lean practices companywide. Its mission is to safely reduce waste, defects, and quality-related costs.

Our deep commitment to quality includes the most comprehensive warranty policy available in the business. We guarantee all awards—excluding high-end watches—for a period of five years. In addition, we guarantee jewelry for life and work tirelessly to ensure on-time delivery, keeping clients happy. In fact, our overall client satisfaction rate is at 97 percent.

When we work with partners and suppliers, they commit to the same high quality standards by agreeing to meet the following quality initiatives:

  • A potential supplier must submit an evaluation survey before a relationship is established with O.C. Tanner. The survey includes questions about the suppliers’ environmental and social initiatives, quality standards, warranty expectations, anticipated delivery timetables and stock requirements.
  • Once a partnership is established, we conduct annual reviews on the top 80% dollar volume spend of our suppliers with the O.C. Tanner Supplier Scorecard. The scorecard evaluates lead time, inventory turnover, on-time delivery, and performance. If a supplier fails to meet standards, we work with them to clearly define a corrective action plan to meet expectations before we terminate the relationship.
  • We diligently resolve quality-related issues across the supply chain. We track vendor-related quality issues monthly. Purchasing managers also meet monthly to discuss improvements and resolutions reached with suppliers. Product audits are conducted and resolved on a case-by-case basis to determine disposition of product and resolve quality related-issues.
  • O.C. Tanner strives to adopt lean manufacturing techniques throughout our entire company. As we make lean improvements, we also encourage our suppliers to adopt lean manufacturing techniques and processes.

For more information on our supplier quality initiatives, please consult the O.C. Tanner Quality Manual or your local sales office.


Our diverse staff represents 56 countries and 64 different languages. We partner with employees, their families, and the local community to improve their quality of life. O.C. Tanner employees enjoy freedom of association, safe working conditions and competitive wages.

Likewise, we expect the organizations we work with to behave ethically and with sensitivity toward social, cultural, economic and environmental issues. Relationships are fostered with like-minded companies that have a positive impact on society, and make a positive contribution to bottom-line results. We work with our suppliers to address social responsibility, but still respect cultural and legal differences in other economies.

Equal opportunities are key in the execution of our social standards. We are committed to partnering with Minority and Women-Owned Business Enterprise (MWBE) companies, and work to utilize them in all areas of procurement.

Fair standards also apply to our manufacturers, vendors, and suppliers. We expect partners of new goods to maintain fundamental labor and human rights standards. As a manufacturer of finished goods, O.C. Tanner operates in compliance with the California Transparency in Supply Chains Act of 2010, or S.B. 657. It requires our supply chain to refrain from the direct or indirect use of forced labor or any forms of human trafficking. By agreeing to a statement in the O.C. Tanner Supplier Set-up Survey, all new suppliers agree to operate in compliance of S.B. 657.

O.C. Tanner conducted a S.B. 657 compliance audit of its current supply chain in 2012. All suppliers are encouraged to exceed the minimum requirements of S.B. 657. Suppliers who fail to meet our standards would be in breach of our agreement.

Vendor shall destroy all O.C. Tanner data at all locations where it is stored after the data is no longer needed to deliver the purchased goods or to satisfy regulatory or other retention requirements. Vendor shall have information destruction schedules and processes in place to ensure O.C. Tanner Information has been deleted within 120 days of delivery completion or after applicable warranty period and when O.C. Tanner Information and data is no longer needed. These information destruction requirements are to be applied, as applicable, to paper, microfiche, disks, disk drives, tape and other destroyable electronic or digital media containing O.C. Tanner data.

Personal data of O.C. Tanner clients and/or their recipients must never be compromised. All recipient information will be used exclusively for delivery of awards and merchandise to the end recipient.

  • No recipient data will be retained for marketing purposes.
  • No recipient data will be retained or sold for 3rd party marketing purposes.
  • No recipient data will be collected or retained for the purpose of ‘upselling’ or upgrading awards or merchandise.

Any security incidents involving O.C. Tanner data are required to be reported to and the O.C. Tanner Service Desk at 801-483-8235 within 24 hours of discovery.

We also align our social standards with a statement from The International Organization for Standardization (ISO):

“In the wake of increasing globalization, we have become increasingly conscious not only of what we buy, but also how the goods and services we buy have been produced. Environmentally harmful production, child labor, dangerous working environments and other inhumane conditions are examples of issues being brought into the open. All companies and organizations aiming at long-term profitability and credibility are starting to realize that they must act in accordance with norms of right and wrong.”

Suppliers must also meet a minimum of the following social responsibility requirements:

  • Any violation of a child labor law is not tolerated.
  • Suppliers must abide by minimum wage, time and overtime laws established in their respective countries. Working conditions and equality standards must meet guidelines set by local government authorities. This includes discrimination in hiring, remuneration, access to training, promotion, termination or retirement based on race, caste, national origin, religion, disability, gender, sexual orientation, union membership, political affiliation or age.
  • Companies must not engage in or support the use of corporal punishment, mental/physical coercion or verbal abuse.
  • O.C. Tanner will not purchase or sell conflict diamonds. Our diamond suppliers must comply with all international requirements. In addition, they are required to provide written certification and warranties with each shipment that the diamonds they provide to us are “conflict-free”. All diamond acquisitions are carefully monitored.
  • O.C. Tanner operates in compliance with the Dodd Frank Wall Street Reform and Consumer Protection Act that regulates the purchase and use of “conflict minerals.” Dodd–Frank Section 1502 defines “conflict minerals” as cassiterite, columbite-tantalite, gold and wolframite, as well as their derivatives and other minerals that the US Secretary of State may designate in the future. O.C. Tanner only purchases “conflict minerals” from suppliers that have certified that they also operate in compliance with Dodd Frank Wall Street Reform and Consumer Protection Act. O.C. Tanner keeps certification documents on file from all suppliers that provide O.C. Tanner with “conflict minerals” used in our manufacturing processes. An annual audit of direct suppliers of “conflict minerals” used in O.C. Tanner’s manufacturing processes is performed in conjunction with ISO certification to ensure continued compliance.

Partnership with suppliers is an effective way to drive positive chain throughout our supply chain. O.C. Tanner participates in collaborative efforts that promote the goal of creating a more transparent supply chain. If a supplier violates any of these standards, we will work with them to align standards before we terminate the relationship through our corrective action/preventative action (CAPA) program.

Learn more about O.C. Tanner standards, practices and policies by contacting your local sales office.


Our founder, Obert C. Tanner, was passionate about building a better future. We have built our environmental philosophy from his belief that growth and opportunity cannot happen at the expense of the environment. Safe, healthy, and beautiful surroundings have been provided for employees and visitors. We are a committed, responsible corporate citizen of our community, state, and nation and comply with all environmental laws and regulations.

As an advocate and leader in environmental compliance, we continually look for new ways to improve environmental practices and create sustainable development. This goal is achieved by establishing policies and processes that incorporate responsibility into our economic growth, energy and water consumption, air quality, manufacturing, waste reduction and grounds beautification.

We expect the same environmental responsibility from our domestic and foreign suppliers. We believe in purchasing products and resources from organizations with environmentally conscious initiatives in place.

Our environmental supplier requirements are:

  • Suppliers must have environmentally responsible and sustainable strategies and practices in place.
  • New import suppliers are qualified after questions regarding environmental practices on their supplier survey are completed.
  • Key import suppliers are audited regularly by a contracted independent third party to maintain and elevate environmental responsibility.
  • Pollution and disposal of hazardous waste must abide by and fall within government regulations.


In keeping with the philosophy of our founder, Obert C. Tanner, O.C. Tanner aims to “touch the fringes of perfection.” We reach for perfection in all areas of business, whether we are building a recognition solution for a client or purchasing materials from a vendor. We produce quality, and we demand it. The high expectations we set for ourselves also apply to our international partners and suppliers.

Our audit program ensures quality. A third party performs international audits on direct suppliers to determine if an O.C. Tanner supplier is in compliance with our social and environmental standards, as well as our customs, trade, and import standards. Our suppliers also must comply with standards regarding security around the factory, at shipping docks, and when transporting materials. Audits are announced and scheduled, so we can build trust and long-term relationships with our partners. At its core, our audit program helps ensure that all of our suppliers are in the business of valuing and appreciating their people.

When a supplier blatantly violates local law, or O.C. Tanner’s Quality, Environmental, and Social Standards, we will work with factory representatives to resolve the problem. If a supplier fails an audit, a secondary third party audit will take place within six months of the initial review. Consultation calls and specific requirements from O.C. Tanner management may become a part of the resolution process. Compliance issues will be resolved on a case-by-case basis as they arise. Improvements made during that time period will be documented and retained. If the supplier does not meet the requirements within the allotted period, the relationship with that supplier will be terminated.

Factory and/or social accountability audits will occur in the first or second quarter of the given year. The following structure applies to a supplier’s audit schedule:

  • If a supplier has a purchased dollar volume for the previous complete year of more than $1,000,000, they will be audited in the current year.
  • If a supplier has a purchased dollar volume for the previous complete year of more than $500,000, they will be audited every even year.
  • A third party auditor will perform a supplier’s factory and/or social standards audit when O.C. Tanner surpasses a purchasing threshold of more than $100,000 in a given year.

For more information about the O.C. Tanner supplier qualification or selection procedure, please reference the O.C. Tanner Quality Manual or contact your local sales office.



Purchase Orders Terms and Conditions

a. These Standard Terms and Conditions for Purchase Orders (“Standard Terms”) and a purchase order issued by OCT in writing (the “Purchase Order”), together with the O. C. Tanner Inbound Routing Guide, as may be revised by OCT from time to time, (the “Routing Guide”) and any attachments expressly incorporated herein (the foregoing, collectively, the “Offer”), constitute an offer by O. C. Tanner Recognition Company and/or its affiliates (“OCT”) to purchase the goods specified in the Purchase Order (the “Goods”) from the party listed on the Purchase Order (“Supplier”).  This Offer is not an acceptance or a confirmation of any previous offer or proposal from Supplier, and this Offer shall be deemed to be a rejection and counteroffer with respect to any previous offer or proposal from Supplier.

b.  Upon acceptance by Supplier of the Offer, the Offer shall become the “Agreement”.  Supplier shall be deemed to have accepted the Offer by commencement of performance called for in the Purchase Order, by delivery of the Goods to OCT, by written acceptance or confirmation of the Offer or by any other act or communication constituting legal acceptance, regardless of whether such acceptance or conformation purports to state terms additional to or different from those stated herein.  OCT hereby expressly objects to and rejects any such additional or different terms, and none of such terms will be deemed to be part of this Agreement.  This Agreement constitutes the entire agreement between OCT and the Supplier with respect to the Goods.

a.  Supplier agrees to sell, transfer and deliver the Goods to OCT (or such third party designated by OCT) for the purchase price set forth on the Purchase Order, subject to the terms and conditions set forth in this Agreement.  Typographical and other clerical errors in the Purchase Order are subject to correction.

b.  No charge will be allowed for boxing, crating, drayage or storage unless specifically set forth on the Purchase Order.  Supplier shall properly and carefully package the Goods for shipment to secure the lowest shipment costs and to conform to the requirements of common carriers and any specifications provided by OCT, including in the Routing Guide. 

c.  Supplier shall follow all shipping and delivery instructions provided by OCT on the Purchase Order and in the Routing Guide, including method of shipment and/or carrier if provided.  Supplier shall be responsible for any increase in transportation charges resulting from Supplier’s failure to follow such shipping instructions.  Title to and risk of loss of the Goods shall pass to OCT, depending on the delivery method set forth on the applicable Purchase Order, as follows:  

  • for Goods to be delivered via a carrier designated by OCT, upon receipt by such carrier of the Goods at Supplier’s dock;
  • for Goods to be delivered via a carrier designated by Supplier, upon receipt of the Goods by OCT (or the designated third party) at the location designated for delivery on the Purchase Order; or
  • for Goods to be delivered via a carrier designated by a third party, upon receipt by such carrier of the Goods at Supplier’s dock;

provided that any rightful rejection or revocation of any Goods by OCT or its agent shall immediately shift the risk of loss of such Goods to Supplier.

d.  At any time prior to shipment of the Goods, OCT may, by written notice, suspend its purchase of the Goods or make changes in (i) the date the Goods are to be delivered to the location designated on the Purchase Order (the “Dock Date”) or the quantities of Goods ordered; (ii) applicable drawings, designs or specifications, (iii) the method of shipment or packaging or (iv) the location designated for delivery.  If any such change increases or reduces the cost of, or the time required for performance of, an Order, and Supplier notifies OCT in writing within ten (10) days (except that such requirement shall be waived with respect to any reduction in cost), an equitable adjustment will be made to the price or delivery schedule corresponding to the Goods subject to such change as mutually agreed by the parties in writing.  Nothing in this paragraph shall relieve Supplier from its obligations to perform under this Agreement, as changed. Where any material is made obsolete or excess as a result of any change by OCT, OCT shall have the right to prescribe the manner of disposition of such material.

e.  OCT or OCT’s agent may refuse or reject any:

  • Goods which are not according to sample or which are not specified in the Purchase Order;
  • Goods which are not as represented and warranted or otherwise not in compliance with the terms and conditions of this Agreement;
  • Shipments of less than or in excess of quantities ordered;
  • Shipments delivered more than thirty (30) days before or thirty (30) days after the Dock Date specified in the Purchase Order;
  • Goods which for any reason, except payment of applicable duties and tariffs, will not be cleared for entry by the applicable customs authority; or
  • Goods which have quality or safety defects and/or are recalled for any reason.

f.  All Goods furnished under any Purchase Order shall be subject to inspection and testing by OCT or its agents, and may be rejected and returned to Supplier when found to be defective.  If a shipment, or any portion of a shipment, is determined by random sampling procedures to include Goods that are defective or otherwise subject to refusal or rejection as set forth above, the entire shipment or portion may be rejected and returned to Supplier at Supplier’s expense.  At OCT’s option in its sole discretion, Supplier shall replace or issue refund for any rejected or returned Goods, including all shipping costs, at Supplier’s expense.  OCT’s failure to inspect or reject any Goods, or payment for Goods, shall not relieve Supplier of any of its obligations hereunder or constitute a waiver of any of OCT’s rights hereunder.

g.  Time is of the essence in Supplier’s performance of its obligations.  Supplier shall immediately notify OCT if Supplier’s performance is delayed or likely to be delayed.  If Supplier fails or refuses to meet the Dock Date(s) specified in the Purchase Order, OCT may, without limiting its other rights and remedies, charge expedited shipping and other costs incurred by such delay to Supplier, or cancel all or part of the Purchase Order.

a.  The price(s) for the Goods are as listed on the Purchase Order; provided that if at any time goods substantially of the same kind as the Goods and in comparable quantities are offered for sale or sold by Supplier to a third party at a lower price than that stated in the Purchase Order, the price set forth in the Purchase Order for such Goods shall be automatically revised to equal such lower price.

b.  Unless otherwise set forth in the Purchase Order, OCT shall make all payments in U.S. Dollars and such payments shall be due within thirty (30) days of the later of (i) OCT’s receipt of a correct invoice or (ii) OCT’s acceptance of all of the Goods.  OCT may set off any amount owing at any time from Supplier to OCT against any amount payable at any time by OCT.

c.  For Goods shipped within the United States, OCT shall provide an executed resale certificate(s) with respect to the Goods if requested by Supplier in writing.

d.  Supplier agrees to allow OCT and its authorized representatives to inspect facilities and plants, and further agrees to provide OCT information and access to all records of Supplier pertaining to this Agreement for purposes of an audit of Supplier’s performance hereunder.  The costs of any such audit will be paid by OCT, unless the audit reveals any nonconformance by Supplier, in which case Supplier shall promptly reimburse OCT for the reasonable costs of the audit.  If the result of such audit reveals gaps or vulnerabilities that are, in OCT’s discretion, capable of remediation, the parties shall establish a schedule for Supplier to remedy its noncompliance, with no task taking more than thirty (30) days unless both parties agree to a commercially reasonable time for completion.  If such gaps or vulnerabilities are, in OCT’s discretion, not capable of remediation within thirty (30) days, then OCT may terminate the Agreement immediately upon notice to Supplier.

a. Supplier represents and warrants to OCT that the Goods: (i) are free from defects in design, material, workmanship and manufacture; (ii) will conform to the applicable documentation or to other descriptions set forth in the Purchase Order; (iii) will be suitable for the purposes for which they are intended, including without limitation purposes specified to or otherwise known by Supplier; (iv) are genuine, new and unused; (v) are free from all liens, security interests and encumbrances  of any type whatsoever; (vi) do not and will not infringe on any foreign or domestic patent, trade name, copyright or other similar intellectual property interests of any person; (vii) are well within any expiration date indicated on the packaging of such goods; and (viii) shall be manufactured, produced, labeled, packaged, furnished and delivered in compliance with, and otherwise comply with, all applicable foreign, domestic, state and local laws and ordinances, and all orders, standards, rules and regulations promulgated thereunder as may be amended, modified and/or superseded from time to time.  Supplier represents and warrants to OCT that all PII shall be processed subject to the terms and conditions set forth in Section 6 of this Agreement.  The foregoing warranties are in addition to all other warranties, whether express or implied and will survive deliver, inspection, acceptance or payment by OCT.  Statements of Supplier made by sales agents or in advertising or promotional materials as to the quality, grade, performance and use of the goods furnished hereunder shall be express warranties of Supplier made to OCT in connection with this Agreement.  Supplier agrees that applicable warranties may be passed on to the end users of the Goods without additional charge and shall remain in effect for the duration of the longer of Supplier’s normal warranty period or such period as may be set forth on the Purchase Order.

b.  Supplier further represents and warrants that: (i) it has all right, power and authority to enter into this Agreement and perform its obligations hereunder; (ii) Supplier will comply with all applicable laws, regulations and ordinances; (iii) Supplier shall provide complete and accurate hazardous material data with each shipment of Goods, if required; and (iv) neither Supplier nor any of its employees, agents or representatives has offered or given any gratuity to any of OCT’s employees, agents or representatives with a view towards securing favorable treatment with respect thereto.

c.  If the Consumer Product Safety Commission or other international, federal, state or local agency (the “Agency”) issues an order pursuant to any consumer protection law (hereinafter referred to as the “Act”) requiring either OCT or Supplier to recall, replace, repair or make refunds with respect to all or part of any Goods (a “Recall”) or where Supplier determines that a Recall is warranted prior to or without regard to any proceeding or determination by the Agency, Supplier shall do so at its expense and assume all costs (including without limitation, reimbursements to OCT for its out-of-pocket expenses) and such Recall shall be effectuated in a manner determined by Supplier with OCT’s consent (which shall not be unreasonably withheld, conditioned or delayed).  For purposes of this Section 4(c), out-of-pocket expenses shall include any expense incurred by OCT relating to the Recall.  In any event, Supplier shall accept return of all of OCT’s Goods involved in a Recall and Supplier shall refund to OCT all monies paid for such Goods (including all applicable shipping costs, taxes, and duties).  Nothing contained in this Section shall prevent OCT from taking any actions as may be required of it under applicable law and Supplier shall reimburse OCT for all costs and expenses incurred by OCT in doing so.  Supplier shall promptly notify OCT of any Recalls or threatened Recalls of any Goods.

a.  “Confidential Information” means information that OCT designates as confidential or that reasonably should be understood to be confidential, proprietary or trade secret given its nature and circumstances of disclosure.  Confidential Information includes, without limitation, this Agreement and its content, OCT Property, OCT customer information, drawings, data and specifications, product plans and designs, technology and technical information and business and marketing plans.  “Confidential Information” shall not include any information that (i) is or becomes publicly available through no fault of Supplier; (ii) was known to Supplier prior to its disclosure by OCT; (iii) Supplier rightfully receives from a third party without a duty of confidentiality; or (iv) Supplier independently develops without reference to any Confidential Information.

b.  Supplier shall keep in confidence and not disclose for its own benefit or for the benefit of any third party (except as may be required for the performance of obligations under this Agreement) the Confidential Information.  Supplier shall limit disclosure of Confidential Information only to individuals who need to know the Confidential Information to perform the services and provide the Goods under this Agreement.  At the expiration or termination of this Agreement or upon OCT’s request, Supplier shall deliver to OCT or, if requested by OCT, destroy (and provide written certification of such destruction) all Confidential Information.

c.  Supplier may disclose the Confidential Information responsive to a request by a government agency in connection with an investigation, in response to a litigation discovery request or in response to a subpoena, subject to prompt written notice to OCT and reasonable efforts and cooperation in making such disclosure subject to a protective order or on a confidential basis.

d.  Supplier acknowledges that any breach or threatened breach of the provisions in this Section 5 would cause irreparable harm, and that a remedy at law would be inadequate, and therefore agrees that OCT shall be entitled to seek injunctive relief in case of any such breach or threatened breach.

a.  “PII” means (1) all data from or about individual persons that Supplier obtains in connection with this Agreement and (2) any information which alone or in combination with other information could identify an individual, including without limitation name, addresses, email address, phone number and order information.  PII shall be treated as OCT’s Confidential Information, but will not be subject to the exceptions set forth in Sections (i) through (iv) of Section 5(a). 

b.  Without limiting the generality of Section 5 above:  (i) OCT shall exclusively own all PII; and (ii) Supplier shall not, directly or indirectly, use or disclose any PII, individually or aggregated, other than to fulfill its obligations under this Agreement.  Supplier shall comply with the terms of Supplier’s own privacy policy and of OCT’s privacy policy set forth at, including providing the same level of protection as set forth in the Privacy Shield Principles.  If Supplier determines it is unable to provide such protection, Supplier shall (x) immediately notify OCT by email to and (y) cease processing any PII until Supplier takes other reasonable and appropriate steps to remediate unauthorized processing.  For sake of clarity and not by way of limitation, Supplier shall assist OCT at Supplier’s expense in responding promptly to individuals exercising their rights under the Privacy Shield Principles, including without limitation confirming whether Supplier is processing an individual’s PII and providing appropriate access to the individual’s PII. 

c.  Supplier shall establish, implement, maintain and enforce administrative, physical and technical safeguards that protect the security, accuracy and privacy of PII, including without limitation against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, which safeguards shall meet or exceed industry standards.  Supplier shall create, maintain and enforce a plan to respond to data incidents that may affect PII.  If Supplier discovers any suspected or actual unauthorized use or disclosure of, or access to, PII, Supplier will notify OCT immediately by email to and by phone at (801) 493-8235.  Supplier, at its expense, shall provide reasonable assistance to OCT in investigating and remedying such incident and any dispute, inquiry or claim related to such incident and use best efforts to prevent any further unauthorized use, disclosure or access.  Supplier shall not contact individuals regarding such incident without the prior written consent of OCT.

d.  All PII shall be corrected or amended as necessary to comply with OCT’s obligations under the Privacy Shield Principles.  Supplier shall immediately dispose of all PII which is not necessary for Supplier to perform under this Agreement.  Supplier shall only retain PII long as reasonably necessary to achieve the purposes for which it was accessed or collected.  Notwithstanding any other provision under this Agreement, (i) OCT may request Supplier to dispose of PII of selected individuals at any time, and Supplier shall use its best efforts to dispose such PII; and (ii) Supplier shall dispose of all PII no later than six (6) months after receipt of the PII from OCT.  All PII disposed of by Supplier shall be shredded, overwritten or otherwise made unreadable or undecipherable through any means.

e.  Supplier shall train all individuals authorized to use and disclose PII no less than annually on their responsibilities to protect, safeguard, limit disclosure of and dispose of PII.

f.  Supplier may not subcontract its material obligations, in whole or in part, that involve any use or disclosure of PII without OCT’s prior written consent.  In the event that Supplier engages a subcontractor that will use or disclose PII, Supplier shall comply with the following:

  • Subcontractors of Supplier shall comply with the same responsibilities and restrictions as set forth in this Agreement.
  • Supplier shall remain responsible and liable for any and all acts and omissions of each subcontractor to the same extent as if such acts or omissions were by Supplier;
  • OCT’s consent to any such subcontractor shall not relieve Supplier of its representations, warranties or obligations under this Agreement;
  • Supplier shall obtain a written agreement in form and substance acceptable to OCT, giving OCT rights and protections at least equal to those set forth in this Agreement, a fully executed copy of which agreement Supplier shall promptly provide to OCT on OCT's request.

g.  Upon the request of OCT, Supplier agrees to assist promptly OCT in demonstrating OCT’s compliance with its obligations under the Privacy Shield Principles to appropriate U.S. government and EU member country government personnel, including without limitation by agreeing that OCT may provide a summary or a representative copy of all relevant privacy provisions of this Agreement to such government personnel. 

a.  If OCT supplies, furnishes or pays for any tangible or intangible property used in connection with this Agreement (the “OCT Property”):  (i) all right, title and interest in and to the OCT Property shall vest in OCT; (ii) Supplier shall return or deliver such OCT Property to OCT immediately upon OCT’s request; (iii) Supplier shall not use such OCT Property for any purpose other than to fill orders from OCT; and (iv) Supplier shall clearly identify such OCT Property as property of OCT and shall keep such OCT Property separate from all of Supplier’s other materials or tools.  Supplier shall not remove, dispose or pledge as security any OCT Property without OCT's prior written consent.  Supplier shall be liable for any loss or damage to the OCT Property other than reasonable wear and tear.  Upon OCT’s request, Supplier shall supply OCT with a detailed statement of the OCT Property.

b.  Supplier hereby grants to OCT a nonexclusive, worldwide license (i) to modify, display, reproduce and publish all images, text or information supplied by Supplier (collectively, the “Supplier Content”) in any media in connection with the advertisement, marketing or promotion of the Goods, OCT and/or OCT’s products and services; and (ii) to display, reproduce and publish Supplier’s and all Goods-related trademarks and logos in any media in connection with the advertisement, marketing or promotion of the Goods.

a.  OCT shall have the right to terminate this Agreement or all or any part of the Purchase Order without cause, upon notice in writing to Supplier. OCT shall have no liability for termination of this Order provided that OCT gives written notice (including by e-mail or other electronic transmission) to Supplier at any time prior to shipment of such Goods.  Notwithstanding the foregoing sentence, if Goods are to be specifically manufactured for OCT hereunder:  (i) upon receipt of such termination notice, Supplier immediately shall stop work, terminate any subcontracts and place no further orders for materials to complete such work; (ii) Supplier shall deliver to OCT all completed Goods, and OCT shall pay for all such Goods accepted by OCT in accordance with this Agreement; and (iii) an equitable adjustment shall be made to cover Supplier’s actual cost (excluding profit) for work-in-process and raw materials; provided that (x) Supplier shall use best efforts to return, re-use or sell any raw materials and, if approved by OCT, work-in-progress, and/or otherwise mitigate any of Supplier’s losses; (y) Supplier shall submit to OCT a written claim, with supporting documentation, within sixty (60) days following such termination for any unavoidable costs resulting from such termination; and (z) in no event shall OCT’s liability exceed the total purchase price for finished Goods as set forth on the Purchase Order, less amounts previously paid by OCT.

b.  OCT may terminate this Agreement or cancel all or any part of the Purchase Order if Supplier:  (i) repudiates or breaches any terms of this Agreement; (ii) fails to deliver the Goods on the terms and conditions set forth herein; (iii) fails to make progress so as to endanger the timely and proper delivery of the Goods, and does not correct such failure within five (5) days after receipt of written notice from OCT.  If OCT terminates any purchase obligations pursuant to Section 8(b), OCT shall have no obligation to Supplier with respect to the terminated purchase obligations, and OCT’s liability shall be limited to portion of accepted Goods at the price specified on the Purchase Order. 

c.  In the event of any proceeding, voluntary or involuntary, in bankruptcy or insolvency by or against Supplier, or in the event of the appointment with or without Supplier’s consent of a receiver or an assignee for the benefit of creditors, OCT may without liability, at its option, terminate this Agreement or cancel any Purchase Order in whole or in part.

d.  Sections 1 and 4 – 10 shall survive expiration or termination of this Agreement.

a.  Supplier shall indemnify, defend and hold harmless OCT and its affiliates, and their respective officers, directors, agents, employees and customers from any loss, damage, liability, claim, demand or cost (including reasonable attorneys’ fees) arising out of or related to:  (i) Supplier’s breach of its representations, warranties or obligations set forth herein, (ii) any actual or alleged infringement of any intellectual property rights (including, without limitation, patents, copyrights, trademarks, service marks, trade names, trade dress, proprietary logos or insignia or other business identifiers) by the Goods, the Supplier Content or any technology or system used by Supplier in its performance hereunder; (iii) an incident or data breach of PII received by Supplier from OCT under this Agreement or (iv) any other injury, harm or damage caused by or in connection with the Goods or other information, materials or items provided or made available by Supplier under this Agreement or the provision thereof by Supplier, its employees or contractors. 

b.  Except for a breach by Supplier its obligations set forth in Section 5 or Section 6 or with respect to Supplier’s indemnification obligations, neither party shall be liable to the other for any indirect, consequential, exemplary, special, incidental, multiple or punitive damages even if advised of the possibility of such damages.  The liability of OCT for any loss or damages suffered by Supplier in connection with this Agreement shall not exceed the amount paid to Supplier for Goods sold under the applicable Purchase Order.

c.  Supplier shall procure and maintain, for the term of this Agreement plus six (6) months thereafter, insurance coverages with terms and conditions and limits that are reasonable and prudent in the context of Supplier’s business in general and this Agreement in particular.  If any insurance is written on claims-made basis, the policy(ies) shall be maintained during the entire period of this Agreement with a retroactive date concurrent with or preceding the effective date of this Agreement, and for a period of not less than three (3) years following the termination or expiration of this Agreement.

a.  Supplier shall not advertise, issue any press release or make any other similar public announcement with regard to this Agreement or the relationship of the parties without the prior written consent of OCT.

b.  Neither party will be responsible for delays resulting from causes beyond the reasonable control of such party, including without limitation fire, explosion, flood, war, strike, or riot, provided that the nonperforming party (i) gives prompt written notice to the other party of the reason for the delay; and (ii) uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever such causes are removed.  If such delay continues for fifteen (15) or more days, the other party shall have the right to terminate this Agreement upon notice to the non-performing party.

c.  The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other.  This Agreement will not be construed to create or imply any partnership, agency or joint venture.

d.  Supplier may not subcontract, delegate or assign this Agreement or any of its rights or obligations hereunder without OCT’s written consent; provided that Supplier may assign this Agreement upon a merger, sale of all or substantially all of its assets or similar reorganization.

e.  This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter.  This Agreement may not be amended, modified or supplemented except by a written document executed by duly authorized representatives of each party.  In the event of any conflict or ambiguity among the Purchase Order, these Terms and Conditions and the Logistics Guide, the Purchase Order shall control as to the specifications of the Goods and the following shall be the order of control in all other respects:  these Terms and Conditions, the Purchase Order and the Logistics Guide.  All captions, titles or section headings of this Agreement are for ease of reference only, shall not affect the interpretation or construction of any provisions of this Agreement, and shall not be deemed part of this Agreement.  If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected.  In resolving any dispute or construing any provision hereunder, there shall be no presumptions made or inferences drawn because one of the parties drafted the Agreement and each party waives any rights under any law that would require the interpretation of any ambiguities in this Agreement against the party that drafted it. 

f.  This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, except for its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.  Each party hereby irrevocably consents to the exclusive jurisdiction of the Federal and state courts of the State of Utah with respect to any dispute arising under or in connection with this Agreement.  No claim, action or demand arising out of the transactions under this Agreement may be brought by Supplier more than one (1) year after such cause of action has accrued.

g.  The failure of either party at any time to require performance by the other party of any one or more of the provisions of this Agreement shall not affect the right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any term or provision of this Agreement be interpreted or held to be a waiver of any succeeding breach of such term or provision or as a waiver of the term or provision itself.

h.  All notices, consents, or other communications required or desired to be given hereunder shall be in writing and addressed to the parties as set forth on the Purchase Order and, in the case of OCT, to, or to such other address as either party may from time to time notify the other party of in accordance with this Section 10(h).  Such notice shall be deemed given when hand delivered, sent by telecopy or telefax, or other electronic transmission service, provided a confirmation copy is also sent by first class mail, return receipt requested, or, if mailed, five (5) business days after the date of mailing.

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