SUPPLIER TERMS

& CONDITIONS

InnerWorkings Purchase Order Terms and Conditions

These Purchase Order Terms and Conditions (“T&Cs”) shall govern all purchases of goods and services described in this Purchase Order (“PO”) issued by InnerWorkings, Inc., or its affiliate listed on the PO (“IW”) to the supplier listed on the PO (“Supplier”). Notwithstanding anything herein to the contrary, in the event Supplier has executed a certified supplier agreement or other type of separate agreement with IW covering the provision of goods or services listed in the PO, these T&Cs shall not apply and shall be null and void with respect to such supply of goods and services. 

Invoice Submission:  All invoices must be uploaded to the INWK supplier portal within 5 days of delivery of goods. Invoices are deemed to be received on the date that Supplier uploads the invoice to the INWK supplier portal.  INWK will send an electronic communication confirming receipt.  Supplier invoices should only incorporate one PO, and the PO number should be clearly noted on the invoice.  Any invoices with an incorrect or missing PO number, or that are otherwise not in accordance with INWK’s requirements for invoicing, will not be accepted.

Invoice Submission:  All invoices must be uploaded to the IW supplier portal within 5 days of delivery of goods. Invoices are deemed to be received on the date that Supplier uploads the invoice to the IW supplier portal.  IW will send an electronic communication confirming receipt.  Supplier invoices shall only incorporate one PO, and the PO number shall be clearly noted on the invoice.  Any invoices with an incorrect or missing PO number, or that are otherwise not in accordance with IW’s requirements for invoicing, will not be accepted.

Quantity Variation / Substitutions / Transportation:  Specified allowance, if any, for “overs / unders” is provided on this PO.  No substitution or modification of any goods, component parts, raw materials, processes or manufacturing sites may be made without IW’s prior written consent.  Time is of the essence with respect to Supplier’s performance of this PO. If in order to comply with IW’s required delivery date, it becomes necessary for goods to be shipped by a more expensive mode than specified on this PO, any resulting premium transportation cost shall be borne by Supplier. No transportation costs that are above the original PO value will be charged to or paid by IW (unless specifically approved in writing by IW) and in the event any unapproved charges are applied to an IW account with a third-party shipper, IW may reduce any payments due to Supplier hereunder to offset such amounts.


Title and Risk of Loss:  Unless this PO expressly states otherwise:


For shipments within the United States, the Ex Works (“EXW”) point at which title and risk of loss pass from the Supplier to IW shall be the point at which the Supplier transfers the goods to a third-party carrier (Incoterms® 2020). Risk of loss and title remain with the Supplier until that transfer is effected.


For shipments not within the United States, unless otherwise stated in this PO, the Delivery Duty Paid (“DDP”) point for all goods shall be the delivery location designated on this PO (Incoterms® 2020). Risk of loss will transfer to IW when the goods specifically described in this PO are received and accepted by IW.  The Supplier assumes full responsibility for packing, packaging, mailing, transportation and liability for loss and/or damages, even if IW has accepted to pay the freight or other charges during transportation.


Supplier also bears risk of loss for any paper or other materials provided to Supplier from IW or at IW’s direction per the above.


Ownership:  All specifications, documents, artwork, drawings, sketches, dummies, film positives, negatives, separations, deliverables, goods, intellectual property, Confidential Information (as defined below), or other information or materials or portions thereof (“Proprietary Materials”) delivered to Supplier by IW or IW’s client or created by Supplier pursuant to this PO shall be and remain IW’s property, and shall be deemed a “work made for hire” (as defined in the U.S. Copyright Act of 1976), as applicable.  If, for any reason, such Proprietary Materials shall not legally be deemed a “work made for hire,” under applicable law, then Supplier hereby irrevocably assigns and agrees to assign all of Supplier’s right, title, and interest thereto to IW. Supplier shall sign any and all documents to complete the assignment(s).  Supplier represents and warrants that it has obtained waivers of moral rights in the Proprietary Materials from the authors thereof, and that it has rightful ownership of the Proprietary Materials such that it is able to make such assignment hereunder.


Confidential Information:  All information to which Supplier is given access or which is made available to Supplier as a result of its relationship with IW is referred to herein as “Confidential Information.”  Confidential Information is delivered solely for the purpose of Supplier’s performance of this or any PO and Supplier shall not disclose to others nor use for any purpose other than to perform such PO without IW’s express prior written consent.  Under no circumstances will Supplier transmit, store, or access Confidential Information from any location outside the United States, or outside the country of origin if not the United States, without the prior written consent of IW.  Confidential Information shall include, without limitation, all technology, know-how, processes, software, databases, trade secrets, contracts, all historical and financial information, business strategies, operating data and organizational and cost structures, product descriptions, and pricing information.  Confidential Information also includes any other information that is deemed to be nonpublic personal information or personally identifiable information under applicable privacy or data security laws or regulations.  This PO and the relationship between the parties, as well as any other current and future commercial agreements that may govern the relationship between Supplier and IW and their affiliates, shall also be considered Confidential Information of IW. Confidential Information shall not include information that: (a) was in Supplier’s possession, free of any obligation of confidence, prior to receipt from IW, as proven by the Supplier’s written records; (b) is in the public domain through no breach of duty; or (c) is independently developed by Supplier without use of or reference to any Confidential Information.


Return of Materials:  At any time, IW may demand and Supplier shall immediately return, or at IW’s direction destroy, any and all Proprietary Materials that relate to IW and/or IW’s clients that is in the possession of Supplier.
Relationship:  Supplier’s relationship with IW is that of an independent contractor, and this PO shall not create a partnership, agency, joint venture, or employment relationship.  Supplier will provide the services using its own human resources and will be solely responsible for compliance with labor, social security and other laws applicable to it and such workers. Supplier shall indemnify, defend and hold harmless IW from all any and all liability related to its employees and workers and compliance with applicable law. Nothing in this PO shall require IW to award any additional POs to Supplier or to provide any minimum volume to Supplier.


Warranty:  Supplier expressly warrants all (i) goods delivered under this PO shall be free from defects in material and workmanship and of the quality, size, and dimensions ordered and (ii) work performed under this PO will be in conformity with all plans, specifications, and other data incorporated as part of the PO.  Each PO issued in the United States incorporates by reference all terms of the Uniform Commercial Code as adopted in the State of Illinois (the “UCC”) providing any protection to a buyer, including but not limited to all warranty protection (express or implied) and all buyer remedies under the UCC.  All goods and services shall also be subject to any stricter warranties specified in this PO or in other materials incorporated by reference, and otherwise provided for by law.


Indemnification / Hold Harmless:   Supplier agrees to indemnify, defend and hold harmless IW and IW’s clients from any and all third-party claims that may result directly or indirectly from Supplier’s production or supply of goods and services, or failure to do so, pursuant to this PO, or Supplier’s negligence or breach of these T&Cs.


 Insurance:  Supplier shall, at its own cost, maintain the following insurance during the period this PO is in effect:  (a) Worker’s Compensation and Occupational Disease Insurance with statutory limits and Employer’s Liability coverage with a minimum limit of $500,000 per occurrence; (b) Automobile Liability Insurance with a minimum limit of $1,000,000 per occurrence covering all owned, non-owned and hired vehicles; (c) General Liability Insurance including Product Liability Insurance with a minimum limit of $1,000,000 per occurrence; and (d) Errors and Omissions/ Professional Liability Insurance with a minimum limit of $1,000,000 per occurrence (or the equivalent.  For Suppliers located outside the U.S., Supplier shall, maintain in force an insurance, with a reputable insurance company, to cover such heads of liability as may arise under or in connection with the PO.


Assignment / Subcontracting:  Supplier shall not assign this PO or any benefits arising from this PO without prior written consent of IW and, unless otherwise agreed upon in writing, the rights of any assignee shall be subject to all set-offs, counterclaims, and other comparable rights.  Except as otherwise agreed in writing by IW, Supplier shall not delegate or subcontract its obligations under this PO. Any successor or assignee of Supplier and its affiliates shall be bound by all of the terms and conditions of this PO.


Non-Solicitation: During the period that this PO is in effect and for a period of 24 months thereafter, Supplier agrees not to directly or indirectly solicit for employment any employees of IW.


Non-Circumvent:  During the period that this PO is in effect and for a period of 24 months thereafter, Supplier agrees not to directly or indirectly solicit, accept work from, or otherwise circumvent IW’s relationship with any IW client serviced under this PO or about which Supplier receives Confidential Information (in a PO or otherwise) from or on behalf of IW.


1.    Where the Supplier can meet all of the following requirements, the foregoing limitation shall apply only to the category or categories of goods or services that the Supplier provides to the relevant IW client under this PO: Supplier can demonstrate to the reasonable satisfaction of IW that Supplier has, or had within the prior 12 months, an existing

bonafide direct supplier-customer relationship with such IW client (an “Existing Direct Relationship”); and
 

2.    Supplier gives written notice of such Existing Direct Relationship to IW within one business day of receiving IW’s relevant PO or request for quotation.


Supplier agrees that IW may withdraw this PO at any time within five business days of receiving Supplier’s notice of an Existing Direct Relationship.  For purposes of clarity, Supplier shall treat any information in the PO or that it otherwise learns in the course of providing goods or services under this PO as Confidential Information, and such information shall not be used by Supplier circumvent IW’s relationship with any IW client or for any purpose other than carrying out its obligations hereunder.


Compliance with Laws / Code:  Supplier shall comply with all applicable laws, rules, and regulations, including, without limitation: (a) the United States Foreign Corrupt Practices Act, the UK Bribery Act, and all other applicable laws relating to bribery or corruption, and (b) the Consumer Product Safety Improvement Act of 2008, California Proposition 65 (as applicable), and all other applicable laws relating to product safety or hazardous materials.  Additionally, Supplier shall comply with the then current “InnerWorkings Supplier Code of Conduct,” as updated from time to time and available on the IW supplier portal, and which is available to Supplier upon request.  Supplier warrants that, to its knowledge, neither it nor any of its Owners, directors, senior officers, managers, subcontractors or any of their personnel appear on any list of prohibited or denied persons as identified on the Consolidated Screening List (CSL) maintained by the U.S. government. Supplier shall routinely monitor the CSL and continue to comply with this warranty. If Supplier identifies any individuals, corporations or other entities described above on the CSL, Supplier must immediately notify IW and support IW in determining the action to be taken consistent with all applicable legal requirements. “Owners” means: (1) for a privately held entity, each of Supplier’s direct or indirect owners or other financial interest holders, and (2) for a publicly held entity, each of Supplier’s direct or indirect owners or other financial interest holders with an ownership or other financial interest of 20% or more.


Gratuities:  No gratuities (in the form of entertainment, gifts or otherwise) or kickbacks shall be offered or given by Supplier to any employee of IW or IW’s client.


Audit:  Supplier agrees to permit IW and its designated agents to audit Supplier’s compliance with these T&Cs and this PO, including unannounced on-site inspections of manufacturing facilities and employer-provided housing; reviews of books and records including employment files; and private interviews with employees.  Supplier will maintain on site all documentation establishing compliance with these T&Cs and this PO.


Entire Agreement/Amendments: Any terms and conditions provided by Supplier or included or referenced in any order confirmation from Supplier are null and void.  All amendments to this PO must be in a writing signed by Supplier and IW.


Force Majeure:  Neither Supplier nor IW shall be liable to the other for any delay or failure in performance due to a force majeure event that is beyond the reasonable control of the party unable to perform.  If a force majeure event occurs, the party delayed or unable to perform shall give immediate notice to the other party, and the other party may terminate the affected PO if the force majeure event remains in effect for more than 5 days.  A force majeure event includes acts of God, wars, riots, terrorism, civil insurrections, and abnormal forces of nature.


Bankruptcy or Insolvency:  If Supplier makes an assignment for the benefit of creditors, or admits in writing its failure or inability to perform its obligations under this PO, or becomes the subject of an “order for relief” within the meaning of that phrase in the U.S. Bankruptcy Code, or applies for or consents to the appointment of a receiver for any of its property, or suffers any analogous event of insolvency in any jurisdiction, IW may terminate this PO, at any time, effective immediately upon notice.  Such termination shall not relieve either party from any obligations accrued hereunder up to the date of notice of termination.


Governing Law / Forum/ Interpretation:  These T&Cs and this PO will be governed by the internal laws of the State of Illinois without regard to conflict of laws.  All legal actions relating to these T&Cs, or this PO, shall be commenced within the federal or state courts located in Chicago, IL. Supplier and IW each expressly consent to applicable law and venue and jurisdiction of such courts. The United Nations Convention on the International Sale of Goods (Vienna 1980, as amended) shall not apply. Neither these T&Cs nor any of the terms herein shall be construed for or against either party because of that party's role in drafting it.  If any provision of these T&Cs is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. These T&Cs are intended solely for the benefit of each party hereto and their respective affiliates, successors and permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person, except as otherwise expressly set forth herein.  
Personal Data / Data Transfers:  Supplier agrees that IW may process business contact details provided by Supplier for the purposes of any of (i) maintaining our procurement and financial management systems, including the use of IT outsource providers, (ii) company management procedures and reviews, and (iii) providing Supplier with information about IW.  IW may, for the aforementioned purposes, permit the transfer of such business contact details outside of Supplier’s home country and to a country that may not have the same data protection laws.  In such cases, IW will take appropriate steps to protect such information and comply with applicable data protection laws.  IW follows corporate rules (“Binding Corporate Rules”) regarding the collection, use, and retention of any business contact details.  More information regarding IW’s Binding Corporate Rules can be found on the investor page of IW’s website.  Pursuant to these Binding Corporate Rules, IW will only transfer business contact details to a recipient who is (i) in a country which provides an adequate level of protection for personal data, (ii) certified under the EU-U.S. Privacy Shield Framework or the Swiss-U.S. Privacy Shield Framework (iii) Binding Corporate Rules approved or (iv) under an agreement which covers the requirements for the cross-border transfer of personal data to data processors.  Supplier shall comply with all applicable laws relating to data protection and the protection of personal information and data in the processing of any personal data received from IW or its clients, or any other personal data received, accessed, used or otherwise processed in relation to this PO including obtaining all consent required to transfer such personal information and data.  
Term:  The term of this PO shall commence on the date of Supplier’s acceptance of this PO or commencement of services hereunder. IW may terminate this PO immediately due to Supplier’s breach of the T&Cs or this PO.
Survival:  The following provisions herein shall survive the termination or expiration of this PO:  Ownership, Confidential Information, Return of Materials, Relationship, Warranty, Indemnification / Hold Harmless, Non-Solicitation, Non-Circumvent, Governing Law / Forum/ Interpretation, and Survival.


Authority:  The Supplier represents that the individual accepting or executing this PO (as applicable) is authorized to do so on Supplier’s behalf.


Language:  IW and Supplier expressly agree that these T&Cs and all ancillary documents, including this PO, shall be drafted solely in English. IW et Supplier ont expressément convenu que cette Entente, ainsi que tout document y afférent soient rédigés, y compris chaque bon de commande en anglais seulement.


SUPPLIER ACKNOWLEDGES AND CERTIFIES THAT IT HAS READ THESE T&CS, UNDERSTANDS THEM, AND BY ACCEPTING THE PO AND/OR COMMENCING ACTIVITIES UNDER THE PO, IT AGREES TO BE BOUND BY THEM.