TERMS AND CONDITIONS 

1.        ACCEPTANCE:  Acknowledge receipt and acceptance of this Order promptly when acceptance copy is provided.  Commencement of work or shipment of any part of the material covered by this Order constitutes acceptance of all conditions.  No claims will be allowed for additional material and/or work except upon written authority from Purchaser.  No modifications of this Order shall be effective unless approved in writing by Purchaser’s duly authorized representative.  Purchaser’s failure to exercise a right under this Order shall not be deemed a waiver thereof or any other rights, conditions or stipulations.   

2.        CANCELLATION:  Purchaser reserves the right to cancel all or any part of this Order upon which deliveries have not been made by the specified delivery date, at no cost to the Purchaser. 

3.        INSPECTIONS:  All material will be subject to Purchaser’s inspection and approval.  Acceptance of, and responsibility for, material shipped under this Order begins only upon delivery in good condition by the carrier to the Purchaser at destination specified if refused, shipment will be held subject to Seller’s’/Contractor’s instructions, at Seller’s/Contractor’s risk and returned at Seller’s/Contractor’s expense.  Purchases which reference a manufacturer’s part number and/or Valcom’s part number must be as previously supplied unless notification and acceptance of this change is made by both parties. 

4.        WARRANTY:  Seller/Contractor warrants that the sale of the article or articles referred to herein and the price therefore and delivery thereafter, will conform to all applicable laws, rules and regulations and that said article or articles were produced in compliance with the requirements of the Fair Labor Standards Act of 1938 as amended and any and all other applicable laws, rules, and regulations.  Seller/Contractor also warrants that the products covered by this Order do not infringe upon any patent, copyright, or trademark and agrees to defend, indemnify and hold Purchaser harmless form any and all claims, demands, loss and damage of every kind and nature for patent infringement or trademark violation that may arise out of or result from Purchaser’s purchase or use of such products.  (This provision does not apply to the use or sale of Purchaser of its own products of which Seller’s/Contractor’s product makes up a part thereof, unless the infringement is based materially on Seller’s/Contractor’s product.)  Seller/Contractor agrees to indemnify and hold Purchaser harmless:  (a)  against any and all claims by third parties for injury or loss arising out of and directly attributable to defective manufacture and with respect to such other liability as is normally covered by product liability insurance,  (b)  from loss or expense arising from injury to persons, or damage to property caused by or arising out of the performance of work contemplated hereunder. 

5.        FREIGHT:  Freight shipments must be routed as specified by Purchaser, otherwise any extra expense incurred is not to be charged to and assumed by Seller/Contractor.  In the event routing is not specified, ship least expensive way. 

6.        CONFIDENTIALITY:  This Order is confidential between the Purchaser and the Seller/Contractor and it is agreed by the Seller/Contractor that none of the details connected with it shall be published or disclosed to any third party without Purchaser’s permission. 

7.        LABOR, SUPPLIES, EQUIPMENT:  (a)  As a condition precedent to undertaking the work covered by this Order, the Contractor/Seller represents that in the performance of this work, Contractor/Seller shall at all times be regarded as an independent contractor and shall not be subject to the control of direction of Purchaser in any capacity as an employee  (b)  Contractor/Seller shall obey all applicable laws, ordinances, statutes, rules and regulations of any governmental authority having jurisdiction in the premises, and shall, unless otherwise stipulated in specifications, obtain and pay for all licenses and permits necessary for the performance of this work in accordance with such laws, statutes, ordinances, rules and regulations and agree to save Purchaser harmless from any losses, damages, claims or demands of whatever nature which might arise as a result of Contractor’s/Seller’s failure to observe the aforementioned laws, statutes, and ordinances, rules and regulations  (c)  Contractor/Seller shall not be permitted to assign this Order of subject any part of the duties to be performed hereunder without prior written consent of Purchaser  (d)  Contractor/Seller agrees to make all contributions on behalf of his employees engaged in the performance of this Order under any Unemployment Compensation statutes that may be applicable or under any Workmen’s Compensation, Social Security or other applicable statutes, and hereby agree to save Purchaser harmless from all liability under any said statutes in respect to Contractor’s/Seller’s employees engaged in the performance of  this Order.  Purchaser may, at it’s discretion, require Contractor/Seller to furnish satisfactory evidence of having made such contributions before being required to make final payment of the sum hereinabove stipulated,  (e)  Contractor/Seller shall employ local workmen whenever possible and shall avoid controversies with labor organizations.  Contractor/Seller agrees to remove any workmen deemed objectionable or detrimental by Purchaser  (f)  Purchaser’s Safety regulations, plant entry procedures and inspection requirements shall be complied with  (g)  Contractor/Seller shall not be entitled to payment in full for work performed or supplies and/or equipment furnished under this Order unless and until he has furnished Purchaser with evidence satisfactory to Purchaser that he has paid in full all indebtedness of any nature or character whatsoever incurred by him in connection with the performance of the duties called for by this Order. 

8.        INSURANCE:  During the terms of this Order, Contractor/Seller shall comply with all applicable Workmen’s Compensation statutes and shall also during such period carry Bodily Injury and Property Damage Insurance with limits suitable to Purchaser.  Certificates of Insurance shall be furnished to Purchaser for inspection and approval prior to the time any work under this Order is commenced. 

9.        IDENTIFICATION AND INVOICING:  Purchase Order number must appear on every invoice, tag, box, package, shipping papers, or any other communication.  A packing slip must accompany every shipment.  Render separate invoices in duplicate for each shipment applying against this Order.  Invoices are not to cover more than one Purchase Order.  Invoices for transportation charges must be supported by carrier’s receipted bill.  Invoices must show cash discount terms.  Purchaser reserves the right to calculate discount period from date of shipment of from date of correct invoice is received at the proper office of the Purchaser, whichever is later. 

10.     FORCE MAJEURE:  It is agreed that neither party shall be responsible for delays in delivery or acceptance of delivery or failure to perform when such delay or failure is attributed to Acts of God, war, strikes, riots, lockouts, accidents, rules and regulations of any governmental agencies or other matters or conditions beyond the control of either the Seller/Contractor or Purchaser. 

11.     COMPLIANCE:  Where no exemption applies, the Seller/Contractor shall comply with Executive Order 11246 as amended by Executive Order 11375 or any appropriate prior or subsequent Executive Order pertaining to nondiscriminatory personnel policies and practices, including the Rehabilitation Act of 1973.  P.L. 93-112.39 Fed. Reg. 113.  June 11, 1974.  Seller/Contractor shall comply with any and all local, state, and Federal Safety and Health Regulations which may be applicable and agrees to save Purchaser harmless from any losses, damages, claims of whatever nature which might as a result of Seller’s/Contractor’s failure to observe said regulations. 

12.     In the event of conflicting terms between Buyer and Seller, disputes will be settled using the Terms & Conditions outlined by Uniform Commercial Code and the remedies outlined therein.