January 26, 2021
These terms and conditions (the “Terms”) apply to the purchase order (the “Purchase Order”) between SOURCE Global, PBC (the “Buyer”) the party to whom the purchase order is addressed (the “Seller”) for the purchase of the goods specified on the face of the Purchase Order (the “Goods”)The Purchase Order together with the terms are collectively referred to as the “Order”). This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Seller’s acceptance to the terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller’s general terms and conditions of sale or any other document issued by Seller in connection with this Order.
These Terms apply to any repaired or replacement Goods provided by Seller hereunder.
Buyer is not obligated to any minimum purchase or future purchase obligations under the Order.
The Order is not binding on Buyer until Seller accepts the Order in writing or Seller starts to perform in accordance with the Order. If Seller does not accept the Order in writing or provide written notice that it has commenced performance within ten (10) days of Seller’s receipt of the Order, this Order will lapse. Buyer may withdraw the Order at any time before it is accepted by Seller.
Seller shall deliver the Goods in the quantities and on the date(s) specified in the Order or as otherwise agreed in writing by the parties (the “Delivery Date”). If no delivery date is specified, Seller shall deliver the Goods within ninety (90) days of Seller’s receipt of the Order. Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate the Order immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery Date. Buyer has the right to return any Goods delivered prior to the Delivery Date at Seller’s expense and Seller shall redeliver such Goods on the Delivery Date.
If Seller delivers more than ten percent (10%) or less than ninety (90%) of the quantity of Goods ordered, Buyer may reject all or any of the Goods delivered. Any such rejected Goods shall be returned to Seller at Seller’s risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.
All Goods shall be delivered to the address specified in the Order (the “Delivery Location”) during Buyer’s normal business hours or as otherwise instructed by Buyer.
Unless otherwise expressly provided herein, all goods delivered to Buyer shall be [FCA (Incoterms 2010)] at the address set forth in the Purchase Order without charge to Buyer for transportation (unless otherwise set forth on the face of the Purchase Order), crating or storage. All customs, duties, costs, taxes, insurance premiums and other expenses relating to such transportation and delivery shall be at Seller’s sole cost and expense. The goods shall be marked in accordance with Buyer’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course. Seller shall give written notice of shipment to Buyer when the Goods are delivered to a carrier for transportation. Seller shall provide Buyer all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading and any other documents necessary to release the Goods to Buyer within two (2) business days after Seller delivers the Goods to the transportation carrier. The Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Order.
Title and Risk of Loss
Title in the goods shall pass to Buyer upon delivery to the Delivery Location, unless payment for the goods is made prior to delivery, when it shall pass to Buyer once payment has been made and the goods have been appropriated to the Order. Risk of damage to or loss of the goods shall pass to Buyer upon delivery to Buyer at the Delivery Location in accordance with the Order.
All goods shall be packed for shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller’s expense.
Amendment and Modification
No change to the Order is binding upon Buyer unless it is in writing, specifically states that it amends this Order and is signed by an authorized representative of Buyer.
Inspection and Rejection of Nonconforming Goods
The Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind the Order in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate the Order for cause pursuant to Section 0. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Order, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.
The price of the Goods is the price stated in the Order (the “Price”). If no price is included in the Order, the Price shall be the price set out in Seller’s published price list in force as of the date of the Order. Unless otherwise specified in the Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer.
Most Favored Customer
Seller represents and warrants that the price for the Goods is the lowest price charged by Seller to any of its external buyers for similar volumes of similar Goods. If Seller charges any other buyer a lower price, Seller must apply that price to all Goods under the Order. If Seller fails to meet the lower price, Buyer, at its option, may terminate the Order under section 20 without liability.
Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with the Terms. Buyer shall pay all properly invoiced amounts due to Seller within sixty (60) days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. All payments hereunder must be in US dollars and made by business check. In the event of a payment dispute, Buyer shall deliver a written statement to Seller no later than ten (10) days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section 13. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any such dispute.
Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller under the Order.
Seller warrants to Buyer that all Goods will: (a) be free from any defects in workmanship, material and design; (b) conform to applicable specifications, drawings, designs, samples and other requirements specified by Buyer; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests or other encumbrances; and (f) not infringe or misappropriate any third party’s patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Buyer. Seller warrants that services will be performed in a good and workmanlike manner. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Goods with the foregoing warranties. If Buyer gives Seller notice of noncompliance with this Section, Seller shall, at its own cost and expense, promptly replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer.
Seller shall defend, indemnify and hold harmless Buyer and Buyer’s subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer’s customers (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with the products purchased from Seller or Seller’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer’s or Indemnitee’s prior written consent.
Intellectual Property Indemnification
Seller shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer’s or Indemnitee’s use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any settlement without Buyer’s or Indemnitee’s prior written consent.
During the term of the Order and for a period of six (6) months thereafter, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) of One Million Dollars ($1,000,000.00) combined single limit per occurrence, and Two Million Dollars ($2,000,000.00) in the aggregate and freight or cargo insurance of no less than the Price of the Goods being delivered pursuant to the Order, which insurance shall be bound with financially sound and reputable insurers. Upon Buyer’s request, Seller shall provide Buyer with a certificate of insurance from Seller’s insurer evidencing the insurance coverage specified in the Order. The certificate of insurance shall name Buyer as an additional insured. Seller shall provide Buyer with thirty (30) days’ advance written notice in the event of a cancellation or material change in Seller’s insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer’s insurers and Buyer or the Indemnitees.
Compliance with Law
Seller is in compliance with and shall comply with all applicable laws, regulations and ordinances. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Order. Seller shall comply with all export and import laws of all countries involved in the sale of Goods under the Order. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer may terminate the Order if any government authority imposes antidumping duties, countervailing duties or any retaliatory duties on the Goods. Without limiting the generality of the foregoing, Seller, its consultants and subcontractors shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. Upon request, Seller agrees to provide reasonable documentation establishing Seller’s compliance with such laws.
Seller recognizes, in relation to the Conflict Minerals provision (Section 1502) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), the risks associated with sourcing “Conflict Minerals” (tin, tantalum, tungsten and gold) from the Democratic Republic of the Congo (DRC) and adjoining countries. To the extent required therein, Seller commits to comply with the Act. If requested by Buyer, Seller shall (1) complete the reasonable country of origin inquiry (RCOI) of Conflict Minerals; and (2) perform reasonable due diligence of its supply chain to determine if Conflict Minerals sourced from the DRC countries directly or indirectly support human rights violations. Seller shall take all other measures as are necessary to comply with the Act, its regulations, and amendments, as applicable.
Buyer may terminate the Order, in whole or in part, at any time with or without cause for undelivered Goods on ten (10) days’ prior written notice to Seller. In addition to any remedies that may be provided under these Terms, Buyer may terminate the Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, files a petition for bankruptcy or commences, or has commenced against it, proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate the Order upon written notice to Seller. If Buyer terminates the Order for any reason, Seller’s sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination.
Limitation of Liability
Nothing in the Order shall exclude or limit (a) Seller’s liability under Sections 0, 0, 0 and 0 hereof, or (b) Seller’s liability for fraud, personal injury or death caused by its negligence or willful misconduct.
No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Confidential Information and Highly Sensitive Information
Seller shall keep confidential all designs, processes, drawings, specifications, reports, data and other technical or proprietary information disclosed by Buyer to Seller in connection with the Order (“Buyer Confidential Information”). Unless otherwise provided herein or authorized by Buyer in writing, Seller shall use such information and items only in the performance of the Order. Seller will make Buyer Confidential Information available only to those of its employees, consultants and contractors having a need to know and solely for the purpose of the Order, provided that the Seller has taken adequate steps to bind the employee and other recipients with respect to the use and protection of the Buyer Confidential Information under terms and conditions at least as restrictive as those set forth herein or any applicable non-disclosure agreement. Seller shall be responsible for any breach of the terms of this section by it, as well as any of its employees, consultants, contractors, and third parties to which it provides Buyer Confidential Information. Upon completion or termination of the Order, Seller shall return all written materials and other items furnished by Buyer to Seller under the Order or make such other disposition thereof as may be directed or approved by Buyer.
If a separate non-disclosure agreement exists between the parties, any information exchanged between the parties shall be governed by the terms of such agreement. If no such agreement exists, information disclosed in any manner or at any time by Seller to Buyer shall not be deemed secret or confidential and Seller shall have no rights against Buyer with respect thereto except such rights as may exist under patent laws.
“Highly Sensitive Information” means Buyer’s trade secrets, designs, concepts, algorithms, know-how, show-how, processes and techniques. Seller agrees that the Highly Sensitive Information is proprietary to Buyer and/or its suppliers, as applicable. Seller acknowledges that the Highly Sensitive Information (a) has been developed by Buyer and/or its suppliers, as applicable; (b) is secret, confidential and not generally known to the public; and (c) is the product of Buyer’s own expenditure of time, effort, money and creative skills. Seller will take all practicable measures to protect the proprietary rights of Buyer and its suppliers in the Highly Sensitive Information. Seller acknowledges and agrees that Buyer will own all Derivatives (defined below) of or based on the Highly Sensitive Information that are made by or on behalf of Seller, and Seller agrees to assign to Buyer all worldwide right, title and interest to all such Derivatives. For purposes of this Agreement, “Derivatives” means (i) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work has been recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material protected by trade secret, any new material derived from the existing trade secret material, including new material that may be protected under copyright, patent and/or trade secret laws. Seller acknowledges and agrees that all Derivatives shall be subject to the same terms and conditions of this Agreement as those applicable to Highly Sensitive Information. Seller acknowledges that it has no right to disclose or distribute the Highly Sensitive Information to any third party and agrees that distribution, copying, duplicating or otherwise reproducing all or any part of the Highly Sensitive Information except as provided by this Agreement will be considered a material breach of this Agreement. This Agreement does not grant Seller any rights to patents, copyrights, trade secrets, tradenames, trademarks (whether registered or unregistered) or any other rights, franchises or licenses in respect to the Highly Sensitive Information, whether express, implied or otherwise.
Seller acknowledges and agrees that the Highly Sensitive Information is furnished to Seller on a confidential and secret basis for Seller’s sole internal use, as required for fulfilling the Order, and not for transfer, sale or sublicense. Seller agrees to take all necessary steps to prevent unauthorized disclosure of the Highly Sensitive Information, including but not limited to the following:
(a) Seller will use the Highly Sensitive Information only at the building at a site or sits previously approved by Buyer (the “Site”), and Seller shall not use the Highly Sensitive Information at any other building or site without Buyer’s prior written consent;
(b) Seller shall ensure that neither telephone nor other remote access to the Highly Sensitive Information is available from other locations;
(c) Software portions of the Highly Sensitive Information, if any, shall be installed only on a single computer system at the Site, and all electronic files embodying or disclosing Highly Sensitive Information will be password protected. Only persons authorized to use the Highly Sensitive Information as provided in this Agreement shall be provided with such passwords;
(d) The tangible portions of the Highly Sensitive Information shall be properly maintained in a locked file cabinet at the Site when not in use as set forth herein.
(e) Seller agrees to allow Buyer representatives immediate access to all sites, buildings, rooms and computers (including passwords) where the Highly Sensitive Information is kept during normal business hours to ensure that Seller is in compliance with its obligations with respect to the security of the Highly Sensitive Information.
(f) Seller shall not grant any Seller employees Access to the Highly Confidential Information until he or she has been individually authorized in by Buyer. All such Employees shall comply with the provisions of this Agreement, including the requirement to sign a confidentiality agreement specific to the Highly Sensitive Information.
(g) Seller agrees to restrict Access to the Highly Sensitive Information solely to those of its Employees who have a need to know as required for the Purpose and each of whom have been individually authorized in advance in writing by Buyer to have such Access.
As used in this Section 23, “Access” means having the capability to view, copy, display, print, transfer or otherwise manipulate or have exposure to any form of the Highly Sensitive Information. Seller agrees to maintain a log which contains a list of all Seller Employees who at any time actually have Access to the Highly Sensitive Information, or any portion of the Highly Sensitive Information. Seller agrees to comply with the requests of Buyer, from time to time, to provide Buyer with copies of the current version of such log or updates thereto for sections not previously reviewed by Buyer.
(g) Seller shall require each of its Employee, prior to such Employee’s Access to the Highly Sensitive Information, to sign a confidentiality agreement in form and substance approved by Buyer in Buyer’s sole discretion specifically pertaining to protection of the Highly Sensitive Information. Seller promptly shall provide to Buyer a duplicate original, with inked signatures, of each such signed agreement.
Seller understands and agrees that the foregoing restrictions on Highly Sensitive Information are in addition to, and not in limitation of, the other restrictions on Confidential Information of Buyer set forth in these Terms.
Neither party shall be liable to the other for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (“Force Majeure Event”). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes or industrial disturbances. Seller’s economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Order. If a Force Majeure Event prevents Seller from carrying out its obligations under the Order for a continuous period of more than thirty (30) days, Buyer may terminate the Order immediately by giving written notice to Seller.
Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign, transfer or subcontract any or all of its rights or obligations under the Order without Seller’s prior written consent.
Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from the Order.
No Third-Party Beneficiaries
The Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
All matters arising out of or relating to the Order shall be governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Arizona.
Submission to Jurisdiction
Any legal suit, action or proceeding arising out of or relating to the Order shall be instituted in the federal courts of the United States of America or the courts of the State of Arizona in each case located in the County of Maricopa, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
The rights and remedies under the Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
If any term or provision of the Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Provisions of the Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Order including, but not limited to, the following provisions: Setoff, Warranties, General Indemnification, Intellectual Property, Indemnification, Insurance, Compliance with Laws, Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.
Seller shall cooperate with Buyer in executing such documents as Buyer deems appropriate to protect the security interest of Buyer and Buyer’s customers in Seller’s work-in-process and any Buyer Furnished Materials.
Responsibility for Materials
Unless otherwise provided in the Order, Seller, upon delivery to it or acquisition by it of any supplies, tooling, molds, patterns, drawings, or other materials or equipment, the title to which lies with Buyer (collectively, “Buyer Furnished Materials”), assumes the risk of and shall be responsible for any loss thereof or damage thereto, shall not use such Buyer Furnished Materials other than pursuant to the Order without the prior written consent of Buyer, and shall return such Buyer Furnished Materials in good condition (except for reasonable wear and tear and except to the extent that such Buyer Furnished Materials have been incorporated in the goods delivered under the Order or have been consumed in normal performance of work under the Order) to Buyer upon completion or cancellation of the Order. Title to Buyer Furnished Materials shall not vest in Seller, regardless of whether it is incorporated in or attached to property not owned by Buyer; nor shall any Buyer Furnished Materials or any part thereof be or become a fixture or lose its identity because it is affixed to any realty. Seller shall maintain property control records of Buyer Furnished Materials consistent with good business practices and as may be proscribed by Buyer. Seller shall promptly issue such reports as Buyer may require concerning the Buyer Furnished Materials. Seller shall cause all Buyer Furnished Materials to be clearly marked to show that it is property of Buyer.
If material contains minor discrepancies, which cannot be reworked to conform to 100% of the drawing requirements, Seller shall report such discrepancies as soon as possible.. The following information shall be included in the report: PO number and amendment, part number, revision letter, part name, serial numbers, quantity of defective parts, nature and cause of defects, and corrective action. Buyer’s requiring reports of defective material shall not imply willingness to accept such material nor does it relieve the Seller of its performance obligations hereunder.
Payment will be in US dollars unless otherwise agreed to be specific reference in the Purchase Order. Seller agrees that Buyer or its designee may exclusively use the value of the Purchase Order to satisfy any of its international offset obligations with Seller’s country. Seller agrees to comply with all applicable export or import regulations (including but not limited to the International Traffic in Arms Regulations (ITAR) or any law or regulations requiring license or approval for export of technical data) in the performance of the Purchase Order and Seller shall indemnify Buyer for all liabilities, penalties, damages and costs that may be imposed on or incurred by Buyer in connection with any violations of such laws and regulations by Seller. Seller agrees to furnish to Buyer all information reasonably requested to establish Seller’s compliance with the ITAR. Seller agrees to indemnify and save harmless and defend Buyer for any violation of the ITAR.
In the event that Seller has cause to believe that Buyer or any Buyer employee or agent has acted improperly or unethically with respect to the Order, Seller is requested to report such conduct to the Buyer. Although Buyer will not under any circumstances use the failure to make such a report as a basis for claiming breach of contract by Seller, Seller is encouraged to make such reports when warranted.
Seller shall: (i) protect the security, integrity and confidentiality of Buyer Confidential Information as set forth in this Agreement, (ii) protect against any anticipated threats or hazards to the security or integrity of such Buyer Confidential Information, (iii) protect against any unauthorized access to or use of such Buyer Confidential Information and (iv) comply with all applicable federal and state legal and regulatory requirements for data protection.
Notice of Security Breach
Seller shall notify Buyer of any known or suspected security breach of its system or facilities containing Buyer Confidential Information or any other release of or unauthorized access to confidential information relating to this Agreement promptly, but not later than one business day, after discovery. Seller, at its sole cost and expense, shall cooperate with any investigation, whether instituted by Buyer or any other entity with jurisdiction to conduct such investigation, of any such breach, release, or unauthorized access.
Representations re: Forced Labor
Seller represents and warrants that it does not utilize forced, prison, or indentured labor, or subject workers to any form of compulsion or coercion. Seller further represents and warrants that all labor used in the creation of the goods and/or services that are the subject of the Order comply with laws regarding slavery and human trafficking in the countries in which Seller is doing business. Seller agrees to include this clause in its subcontracts related to the Order.
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