Purchasing & Supplier Management
Sage Products’ Corporate Statement to Support Small Business Program
Sage Products recognizes its responsibility to assist in the development and use of small and diverse Suppliers of goods and services. Consistent with legal and ethical obligations to all Suppliers, the Company will strive to seek small and diverse businesses capable of supplying the materials and services that the company requires and provide maximum practical opportunities for small and diverse businesses to become active Suppliers with Sage Products.
Purchase Terms and Conditions Download (PDF)
- Notwithstanding any prior negotiations between the parties, this purchase order is an offer to buy the merchandise, services or both that are listed on the reverse side of this page. By accepting this purchase order in writing or by delivering the merchandise ordered or performing the services requested, Seller accepts all of the terms and conditions set forth herein. Formal objection is hereby made to any additional or different terms Seller may propose in its acceptance. No change, modification or revision of this order shall be valid unless executed in writing and signed by a duly authorized representative of Buyer. All merchandise delivered or services performed must be strictly in accordance with Buyer’s specifications, drawings and approved samples, if any, and the terms and conditions set forth herein. All goods are subject to a final inspection at destination, notwithstanding prior payments or inspection at source. Buyer, without limitation to its other rights, may reject any item which contains defective materials or workmanship or does not conform to Buyer’s specifications, drawings or approved samples, if any, or is not as ordered. Additionally, Buyer, without limitation to its other rights, may reject any services that do not conform to Buyer’s specifications or that are otherwise deemed to be unsatisfactory. Acknowledgement of receipt on packing slips or bill of lading shall not constitute acceptance. Title to all rejected goods shall pass to Seller upon Buyer’s written notification to Seller of rejection and all such goods held by Buyer after such notification shall be Seller’s risk.
- Termination. Buyer reserves the right to cancel this Purchase Order, or any part thereof, at any time, even though the Seller is not in default thereunder, by giving written notice to the Seller. In the event of such cancellation, Buyer shall pay for all goods and services, delivered and completed and an equitable settlement shall be arrived at for cost incurred by Seller for goods and materials in process not to exceed the aggregate committed quantity and/or price specified in this Purchase Order. Upon receipt of any written notice of cancellation thereunder, Seller shall, unless otherwise directed, immediately discontinue all work in progress and immediately cancel all orders of subcontracts given or made pursuant to this Purchase Order. Exercise by Buyer of the rights of cancellation reserved in this paragraph shall give rise to no liability on the part of the Buyer except as specified in this paragraph and shall not have the effect of waiving damages the Buyer might otherwise be entitled to.
- Seller’s Sole Remedy. Notwithstanding any breach of this Purchase Order by Buyer, it is expressly agreed that Seller’s remedy and the liability of Buyer (whether for special order products and services or all other products and services) as set forth in Section 2 represents the exclusive and sole remedy of Seller under this Purchase Order.
- Changes. Buyer may at any time by written notice make changes in drawing, design and specifications, shipping instructions, quantities, and delivery schedules. Should any change increase or decrease the cost or the time required for performance of this Order an equitable adjustment in the price and/or delivery schedule will be made. All claims for adjustment by Seller must be made within 30 days from the date the change is ordered or within such additional period of time as may have been approved by Buyer. Nothing in this clause shall relieve the Seller from proceeding without delay in the fulfillment of this order as changed.
- Transportation. Unless otherwise stated on the face of this Order goods are to be sold FOB shipping point, transportation collect. When the face of the order contains direction that goods are to be sold FOB destination, transportation charges must be prepaid by Seller. No premium transportation, insurance, or valuation costs will be allowed unless specifically authorized. No extra charges of any kind, including charges for boxing or pallets will be allowed unless specifically agreed to by Buyer in writing. A complete packing list must be enclosed with all shipments thereunder and must show this Purchase Order number and Sage stock number. Seller must mark containers or packages with necessary billing, loading, and shipping information, including this Purchase Order number, Sage stock number, dates of shipment, and names and addresses of consignor and consignee. All items shall be suitably prepared for shipment as to ensure safe delivery, secure the lowest transportation and insurance rates; and meet the carrier’s requirements. Unless Buyer has given its prior written consent to such advance delivery, material delivered to Buyer in a calendar month prior to that of the required delivery dates set forth herein may be returned at the Seller’s expense
- Buyer’s Property. Unless otherwise agreed in writing, all tools, equipment, test sets, mold designs, patterns, drawings, specifications or materials of every description furnished to Seller by Buyer or specifically paid for by Buyer and any replacements thereof, or any materials affixed or attached thereto, shall be and remain personal property of Buyer. Such property, and whenever practicable, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as the property of Buyer and shall be safely stored separate and apart from Seller’s property. Seller shall, at Buyer’s request, execute documents in recordable form which shall identify Buyer’s property in the custody of Seller. Seller shall not substitute any property for Buyer’s property and shall not use such property except in filing Buyer’s orders. Such property while in the Seller’s custody or control shall be held at Seller’s risk, shall be kept insured by Seller at Seller’s expense at an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and shall redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear accepted, all at Seller’s expense. Upon Buyer’s request, Seller agrees to provide to Buyer an insurance certificate indicating the foregoing coverage and showing the Seller’s name, the name of the insuring insurance company, the type of insurance, the policy number, the effective date, and the expiration date.
- Warranty. Seller warrants that all items delivered under this order will conform to Buyer’s specifications, drawings and approved samples, if any and will be of good material and workmanship and will be free from defects.
- Default. In the event Seller shall fail to comply with any of the terms and conditions herein, Buyer may terminate this Order in full or part, and may consider such non-compliance as a breach of contract. Buyer expressly reserves the right to pursue the remedies provided by law in the case of any such breach and no action by Buyer shall constitute a waiver of any such right of remedy. Buyer may cancel this order in whole or in part by written facsimile or electronic notice in the event that any proceedings are instituted by or against either party in bankruptcy or insolvency under any provision of the Bankruptcy Act or in the event of any assignment for the benefit of creditors.
- Use of Designs and/or Confidential Information. Seller agrees that it will keep confidential the features of any equipment, tools, gauges, patterns, designs, drawings, specifications, engineering data or other technical or proprietary information furnished by Buyer and use such items only in the production of items under this Order or other Orders from Buyer and not otherwise unless Buyer’s written consent is first obtained. Seller acknowledges and agrees that the furnishing of such items by Buyer does not grant Seller any title or rights of ownership in those items and that Buyer retains full ownership of and all rights and title to those items. If requested by Buyer, Seller shall return all such items to Buyer or make such other disposition thereof as may be directed or approved by Buyer.
- Compliance with Applicable Laws. In accepting this order, Seller shall be deemed to represent that all of the products and services to be furnished thereunder will be manufactured, labeled and/or supplied by Seller in accordance with all applicable federal, state and local laws, rules and regulations including, but not limited to the Walsh-Healy Act, Fair Labor Standard Act, Occupation, Safety and Health Act of 1970, Equal Employment Opportunity Provisions and Executive Orders and the Federal Food & Drug & Cosmetic Act. Seller further agrees to defend, indemnify and hold harmless Buyer for all damages claimed or assessed against Buyer as a result of Seller’s failure to comply with laws, regulations and standard issued thereunder.
- Patents. Seller represents and warrants that the purchase, sale or use of the products delivered under this order will not infringe any United States or foreign patents and agrees to defend and indemnify Purchaser against such claims or liability. Seller hereby assumes all liability for all damage or injury caused by or to seller’s workers while engaged in the execution of this order.
- Assignments and Subcontracting. Neither this Purchase Order nor any interest herein or claim thereunder may be assigned by Seller either voluntarily or by operation of law, nor may all or substantially all of the work to be performed under this Purchase Order be further subcontracted by Seller without the prior written consent of Buyer. No consent shall be deemed to relieve Seller of its obligations to comply fully with the requirements hereof.
- Pricing. Seller warrants that the prices of the items set forth in this Purchase Order do not exceed those charged by the Seller to any other customer purchasing the same or substantially similar items in like or smaller quantities.
- New Material. Unless otherwise provided in this Purchase Order, all items and parts and components thereof, shall be new, and not used or reconditioned and not of such age or so deteriorated as to impair their usefulness or safety.
- General Terms.(A) Time shall be of the essence in the delivery of all items thereunder.(B) Force Majeure: Buyer shall have the right to cancel the performance of services or the shipment of goods covered in this Order in the event of Acts of God, or of public enemy, acts of the government with lawful jurisdiction over Seller in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather.(C) Seller shall not without first obtaining Buyer’s written consent, disseminate the fact that Seller has furnished or has contracted to furnish Buyer the items covered hereby, nor, except with Buyer’s prior written approval and when necessary for performance of this Order, shall seller disclose to third parties any of the drawings, specifications and other details connected with this Order.(D) If a Federal or State proceeding for the relief of debtors is instituted by or against Seller, or if Seller makes an assignment for the benefit of creditors, or if a trustee, receiver, liquidator, or conservator is appointed for Seller or for all or a portion of Seller’s property for any act of insolvency or bankruptcy by Seller, as defined in the Bankruptcy Act, as amended, Buyer may terminate the right of the Seller to proceed with the further performance of this Order without further obligation except that Buyer shall be obliged to pay for any item delivered and accepted prior to any of the foregoing occurrences.(E) All risk of loss of or damage to items furnished under this Purchase Order shall follow the title thereof.(F) Whenever the Seller has knowledge that an actual or potential labor dispute is delaying or threatens to delay the timely performance of this Purchase Order, the Seller shall immediately give Buyer notice thereof, including all relevant information with respect thereto.(G) The Seller will supply the goods or services within ten (10) percent of the quantity specified on this Order. Any goods shipped over that allowed variance will be returned at Seller’s expense unless otherwise approved in writing by the Buyer.(H) No waiver, alteration or modification of any provision of this order shall be binding on the Buyer unless evidenced by a change order or written amendment signed by a duly authorized representative of the Buyer.(I) In case of variance in computing the total Purchase Order price the Unit price shall govern. Any claims in regards to billing errors should be submitted within 60 days.(J) The invalidity in whole or in part of any provision of this Order shall not affect the validity of any other provision. (K) This Purchase Order shall be construed and governed by the laws of the State of Illinois.
- Precedence. Conflicting provisions hereof if any shall prevail on the following descending order of precedence:(1) Written provision on the face of this Order
(2)Typed provision on the face of this Order
(3)The printed portion of this Order, including these Purchase Order General Provisions and Purchase Order Additional General Provisions, if any
(4)Purchase Order attachments
Introduction to the Supplier Quality and Evaluation Agreement
The Supplier Quality and Evaluation Agreement is intended to present the minimum quality requirements of Sage Products and is a supplement to, but does not replace or alter, other terms and conditions covered by purchase contracts or documents, or requirements of engineering drawings or specifications.
The aim of the Supplier Quality and Evaluation Agreement is to provide important information to companies that supply goods and/or services to Sage, and constitutes a partnership in fulfilling Sage Products’ Quality Policy.
The components, raw materials, finished goods, labeling, packaging, active pharmaceutical ingredients, pharmaceutical excipients, services, and accessories purchased from Sage Products’ suppliers are integral to the quality of the cosmetic, medical device, and pharmaceutical products that Sage Products manufactures. Sage Products believes it is important that the following be communicated as clearly and completely as possible:
- Sage Products’ Quality System requirements for supplied goods and services
- Sage Products’ approach to supplier evaluation
- Sage Products’ expectations for supplier quality communications
All suppliers that provide Sage Products with any of the above materials or services are expected to sign the Supplier Quality and Evaluation Agreement.
Supplier Quality and Purchasing Standard – Download (PDF)
The purpose of this Standard is to provide important information to the many companies that supply goods and/or services to Sage. This is being done because Sage considers our suppliers to be partners with us in fulfilling our Quality Policy:
“We are dedicated to providing extraordinary products and services that deliver superior value to our customers.”
This Standard applies to Sage suppliers who provide any of the following items:
A) Raw materials that are part of Sage finished product, including:
- Printed materials
B) Services that can impact product quality C) Finished Goods
This Standard emphasizes:
A) The importance of both parties agreeing to jointly defined requirements
B) The expectation that supplier’s products and services consistently meet defined requirements through the development and maintenance of a system of control that results in consistent conformance to requirements
C) A culture of continuous improvement, which will mutually benefit the supplier and Sage
D) The need for open communications between Sage and its suppliers
This Standard contains:
A) Description of basic quality requirements for a successful supplier/customer relationship
B) Key guidelines for meeting these quality requirements
In addition to the focus on the quality, Sage expects its suppliers to offer competitive pricing, on-time delivery performance, and exceptional service.
2.0 Sage Regulatory Environment
Medical device and pharmaceutical manufacturers such as Sage are obligated to follow many regulations and standards relating to quality. Regulations followed by Sage include but are not limited to cGMP in Manufacturing, Processing, Packing, or Holding of Drugs and Finished Pharmaceuticals, Quality System Regulation for Medical devices, and Electronic Records; Electronic Signatures as described by FDA, MHRA, and Health Canada.
2.1 Animal Derivatives Disclosure
Suppliers must identify if any of the components used in the manufacture of Sage products contain animal derivatives. Suppliers will be asked to certify this information in writing to Sage.
3.0 Quality System Concepts
Sage requires that our suppliers establish and maintain a quality system that is appropriate for the specific product being manufactured that ensures that the users of Sage’s products—medical practitioners and patients—receive and use safe, effective, and reliable medical products and drugs.
We intend that this document supplements or otherwise clarifies any contractual agreements that may exist between Sage and our suppliers. It is also intended to help Sage work with knowledgeable partners in our supply chain to enable us to meet our obligations for safety, quality, and reliability.
3.1 Supplier’s Responsibility for Their Quality
Sage views our suppliers as an extension of our own processes. We intend to partner with suppliers who consider Sage as a true extension of their processes. Suppliers must ensure that their products or services complies with all the mutually agreed to requirements with Sage. Suppliers are fully accountable for the value of the products and services they provide as well as any significant value added in Sage manufacturing processes.
3.2 Supplier’s Responsibility for Their Subcontractors
Sage considers its suppliers solely responsible for the quality-related activities of their suppliers. Normally, Sage will not evaluate or audit these sources as we consider such an evaluation to be incumbent upon our suppliers. If necessary, Sage may request supporting data of these evaluations.
3.3 Item Certification
Item certification means that Sage will use these items without routine incoming inspection. Eligibility for classification as a Certified Item includes the following criteria:
A) Applicable quality system requirements for the item are implemented
B) An acceptable quality history has been established for that particular item or commodity
C) Equivalency of the supplier’s testing methods with Sage’s test methods is established
D) A thorough understanding and acceptance of the supplier’s manufacturing process has been established
E) Accurate certification documentation
Certified Items may become decertified if there is failure to meet certification requirements or if Sage receives non-conforming product.
3.4 Approved Suppliers
Sage will purchase raw materials, parts, assemblies, printed materials, certain services and equipment, and finished goods only from suppliers approved by Sage. Approved suppliers are those that have demonstrated consistent capability to meet our requirements and are specific to each supplier’s manufacturing location.
3.5 Supplier Recognition
Sage will formally recognize suppliers who demonstrate their commitment by meeting our supplier performance criteria using the following criteria:
A) Quality of products or materials provided
B) Delivery performance
C) Service performance
4.0 Quality System Guidelines
We want our suppliers to have a Quality System in place, but how it is implemented depends upon your company and the type of component that you supply to Sage. Below are listed minimum requirements for a quality system, which we use as a guideline when we evaluate the product or processes of our suppliers. Your company is the best judge of how to develop a quality system appropriate for your products.
4.1 Quality Policy
Management with executive responsibility is to establish the supplier’s policy and objectives for, and commitment to, quality. Management with executive responsibility is to ensure that the quality policy is understood, implemented, and maintained at all levels of the organization.
4.2 Quality Management
The executive manager is to appoint a member of the executive staff who, irrespective of other responsibilities, is the supplier’s management representative for quality. This manager shall have the overall responsibility to ensure that the quality system is effectively established and being maintained. This individual is to be able to be contacted by a representative of Sage whenever issues of product quality arise.
4.3 Quality Manual
Where appropriate for the size of the organization, the supplier shall document how the quality system has been established and describe how the quality system functions in a quality manual.
4.4 Quality Plan
A plan defining how the specified requirements, including quality requirements, will be met shall be established and maintained. This plan shall include the practices, resources, and activities relevant and appropriate for the product being manufactured for Sage.
4.5 Quality System Procedures
The supplier shall have documented procedures and instructions to effectively implement the established quality system and support the quality plan.
4.6 Inspections and Tests
The supplier is responsible for conducting all appropriate inspections and tests necessary to conclude that the product made for Sage meets all of its specified requirements and quality attributes. These inspections and tests are to be included in the quality plan.
4.7 Personnel Training
The supplier is responsible for maintaining sufficient personnel with the necessary education, background, training, and experience to assure that the established quality system and quality plan are correctly implemented. Personnel are to be adequately trained to perform their assigned responsibilities according to an established training plan. Training shall be documented.
4.8 Internal Audits
Internal audits are to be performed to ensure that the established quality system is being maintained and that the quality plan is being followed. Management with executive responsibility is responsible for timely corrective actions to resolve discrepancies found during internal audits.
4.9 Sage Audits
To ensure the effectiveness of the supplier’s quality system to deliver conforming product, Sage may require representatives to perform quality audits at the supplier’s facility. The supplier’s executive management shall support such audits and ensure that prompt corrective actions are taken to address any discrepancies found.
4.10 Product Specification Requirements
The supplier is responsible for addressing any incomplete, ambiguous, or conflicting specification requirements received from Sage prior to starting production operations.
4.11 Process/Product Changes
In order to enable Sage to determine if any proposed change in the product(s) will have any effect on the safety and/or efficacy of any of the product(s), supplier has agreed to notify Sage in writing 90 days prior to making a change in any of the following aspects of the product(s):
A) Composition of any raw material
B) Source of any raw material
C) Method of producing, processing, or testing
D) Change in subcontractors for producing, processing or testing
E) Site of manufacture
4.12 Process Control
Suppliers are expected to support Sage’s objective to achieve zero defects. The use of Statistical Process Control (SPC) is recognized method for achieving process control and is a practice that supports successful manufacturing of products that conform to requirements. Sage believes that the strategy of SPC is applicable to most manufacturing processes.
5.0 Business Practices
5.1 Confidential Information
Suppliers will not disclose or use confidential information obtained from Sage in any way not directly related to the business activities of Sage. When it is necessary to discuss confidential matters, a Mutual Confidentiality Agreement form will be executed between Sage and the supplier before exchanging any information.
Company decisions involving the use of energy and materials must all be considered with regard to the effect they will have on the environment. At Sage, we know that being a responsible member of the community involves recognizing our impact on the environment and adopting environmentally sustainable practices. We are committed to environmental stewardship and ongoing development of new green initiatives. Sage suppliers should be environmentally conscious and demonstrate continuous improvement with regards to:
A) Recycled content of materials and products supplied to Sage
B) Contribution to environment by using less energy and generating less pollution
C) Working with Sage to identify potential waste reduction techniques in our current and future products and processes.
5.3 Supplier Diversity
At Sage, we believe in creating opportunities for people to succeed—in our products, in our workplace, and among our suppliers. As part of that goal, we are committed to supplier diversity, which includes seeking certified minority, women, service-disabled veteran, and veteran-owned business enterprises; Small Disadvantaged Businesses, and HUB Zone business concerns from which to purchase competitively priced quality goods and services.
6.0 Purchasing Policy
The following information is provided to assist suppliers in understanding some of Sage’s procedures, policies, and practices that are designed to lend continuity to our supplier/customer relationships. This brief outline is intended to be a general overview and not all-inclusive. The purchasing staff will be able to provide additional details when necessary.
6.1 Sales Appointments
Our goal is to provide an environment that facilitates productive time management for Sage associates and potential suppliers. Accordingly, it is company policy not to see sales people without an appointment. While we cannot provide names or extensions to individuals making cold calls, we gladly forward pertinent information to appropriate parties for further consideration.
6.2 Hours and Appointments
Business hours are 8 a.m. to 4:30 p.m., Monday through Friday. We ask that our visitors sign in at the front desk (inside the North entrance of the building) upon arrival for an appointment. The receptionist will provide you with a visitor’s badge and contact the party you wish to see.
6.3 Purchase Orders
Before merchandise may be shipped, or any service performed, a purchase order must be issued. Purchase Order numbers must appear on all shipments, packing slips, correspondence, and invoices. Additionally, individual box/container numbers are required on all multiple box shipments (i.e. 1 of 9, 2 of 9, etc.). All purchase orders issued are “Confirming Contract” documents.
Invoices are paid based on the terms stated on the purchase order, after receipt to dock of goods and following product release by the Quality Assurance Department. We cannot make payment without a supporting invoice showing our purchase order number. Prompt payment discounts are taken from date of receipt of invoice or date of actual release of materials, whichever is later. Invoices may be mailed to the attention of Accounts Payable, 3909 Three Oaks Road, Cary, IL 60013 or faxed to 815-455-7095.
6.5 Gifts and Gratuities
We require the highest ethical standards of business at all times. Therefore, Sage employees are not permitted to accept gifts or gratuities from suppliers which could be perceived as a conflict of interest.
6.6 Delivery Information
Sage suppliers are measured on their ability to deliver the right product and the right time. Consequently, it is essential that we receive shipments on the agreed upon date and time. Deliveries should be made to 3909 Three Oaks Road on the west (right) side of the building. Delivery hours are 7:00 a.m. to 5:00 pm, Monday through Friday, except holidays. Deliveries at other times can be arranged through the appropriate contact person at Sage. Only authorized persons can receive goods on behalf of Sage. Unless otherwise stated, we will allow a ten percent maximum under or over on individual shipments. Any over shipment in excess of ten percent may be returned at the supplier’s expense. All shipments are to be made FOB supplier’s dock, freight collect, unless otherwise stated. A list of approved carriers will be provided. Any deviation from the prescribed routing, without authorization, which results in excess freight charges will be billed directly to the supplier.
6.7 Price Fluctuations
Sage expects our suppliers to commit to work with us in developing long-term strategic plans to afford cost benefits to both companies. When necessary, any proposed price increase must be substantiated and presented to Purchasing, in writing, for review at a minimum sixty (60) days prior to the effective date of change. Proposed price increases that are driven by an increase in a specific commodity will only apply to the material content of the item supplied and must include confirmation that the price will be reduced when the commodity price decreases.