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Terms And Conditions of Sale

1. Vallen Distribution, Inc. Terms and Conditions of Website Use

Terms of Service

The use of this site is governed by the policies, terms and conditions set forth below, please read them carefully. Your use of this site indicates your acceptance of these terms and conditions. Your placement of an order indicates your acceptance of these terms and conditions. Your submittal of any purchase order to Vallen Distribution, Inc.1 (Vallen) indicates acceptance of these terms and conditions. These terms and conditions shall supersede any subsequent terms or conditions included with any purchase order, whether or not such terms or conditions are signed by Vallen. Vallen reserves the right to make changes to this site and these terms and conditions at any time.

Copyright & Trademark Notice

This site is owned and operated by Vallen Distribution, Inc. (Vallen). Unless otherwise specified, all materials appearing on this site, including the text, site design, logos, graphics, icons, and images, as well as the selection, assembly and arrangement thereof, are the sole property of Vallen, Copyright © 2016, ALL RIGHTS RESERVED. All audio and video clips are licensed by, or are the sole property of, Vallen or their respective content providers. All software used on the site is licensed by, or is the sole property of, Vallen or those vendors supplying the software. You may use the content of this site only for the purpose of shopping on this site or placing an order on this site and for no other purpose. No materials from this site may be copied, reproduced, modified, republished, uploaded, posted, transmitted, or distributed in any form or by any means without the prior written permission of Vallen. All rights not expressly granted herein are reserved. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Vallen is a registered trademark, trademark or service mark of Vallen Distribution, Inc. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Vallen. All other trademarks or service marks are property of their respective owners. The use of any Vallen trademark or service mark without the express written consent of Vallen is strictly prohibited.

International customers are responsible for duty taxes and shipping if order is refused.

Disclaimer & Limitation of Liability as to this Website

This website and the materials therein are provided “as is”. Vallen makes no representations or warranties, either express or implied, of any kind with respect to Vallen’s website, its operation, content, information, or materials.

You agree that the sole and exclusive maximum liability to Vallen arising from any product sold on the Vallen site shall be the price of the product ordered.

Typographical Errors

In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, Vallen shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. Vallen shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Vallen shall immediately issue a credit to your credit card account in the amount of the charge.

Links

This site may contain links to other sites on the Internet that are owned and operated by third parties. You acknowledge that Vallen is not responsible for the operation of or content located on or through any such site.

Order Acceptance Policy

Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Vallen reserves the right at any time after receipt of your order to accept or decline your order for any reason. Vallen reserves the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. All orders placed over $250.00(U.S.) are subject to pre-approval with an acceptable method of payment, as established by our credit and fraud avoidance department. We may require additional verifications or information before accepting any order. Vallen is a reseller to end user customers and does not accept orders from exporters, wholesalers, or other customers who intend to resell the products offered by Vallen.

We reserve the right to substitute out of stock or discontinued items with an item of similar or greater value.

Sales Taxes

Vallen shall automatically charge and withhold the applicable sales tax for orders to be delivered to addresses within the states of:

  • Alabama
  • Arizona
  • Arkansas
  • California
  • Colorado
  • Connecticut
  • Florida
  • Georgia
  • Idaho
  • Illinois
  • Indiana
  • Iowa
  • Kansas
  • Kentucky
  • Maine
  • Maryland
  • Massachusetts
  • Michigan
  • Minnesota
  • Mississippi
  • Missouri
  • Nebraska
  • New Jersey
  • New Mexico
  • New York
  • North Carolina
  • North Dakota
  • Ohio
  • Oklahoma
  • Pennsylvania
  • Puerto Rico
  • Rhode Island
  • South Carolina
  • Tennessee
  • Texas
  • Vermont
  • Virginia
  • Washington
  • West Virginia
  • Wisconsin

Each customer shall be solely responsible for all sales taxes, or other taxes, on orders shipped to any other state.

International customers are responsible for duty taxes and shipping if order is refused. You agree that the sole and exclusive maximum liability to Vallen arising from any product sold on the Vallen site shall be the price of the product ordered.

Jurisdiction & Venue

You agree that any legal action brought against Vallen, shall be governed by the laws of the State of South Carolina without regard to its conflict of law principles. You agree that the sole jurisdiction and venue for any litigation arising from your use of or orders made on Vallen website shall be an appropriate Federal or State court located in South Carolina.

2. Vallen Distribution, Inc. - Terms and Conditions of Sale

All products sold and services rendered pursuant hereto shall be governed solely by the terms of this document, and such terms and conditions shall apply regardless of any additional or conflicting terms or conditions on any purchase order or other form issued by Customer or in the course of performance or course of dealing. None of the terms herein may be modified, waived or superseded except with the written consent of Vallen Distribution, Inc.’s1 (“Seller”) authorized representative. Neither Seller’s acknowledgment of a purchase order nor Seller’s failure to object to conflicting or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof and acceptance by Customer of products or services shall be deemed assent to any additional or different terms contained herein.

  1. Payment for all amounts due hereunder shall be due net thirty (30) days from date of invoice unless otherwise specified herein or unless otherwise expressly agreed to by Seller and Customer. Payments not received when due will be subject to a late fee of 1.5%, or the maximum lawful rate, whichever is lower, of the outstanding invoice balance for each 30day period or portion thereof past due. All costs of collecting any moneys due from Customer under the terms and provisions hereof, including but not limited to, legal expenses, legal interest, attorneys’ fees and collector’s expenses, shall be paid by Customer to Seller. Seller reserves the right in its sole discretion, either to: (a) withhold shipments or (b) to impose or revise any credit limits on Customer’s purchases when Seller deems itself insecure with respect to Customer’s ability to pay for the purchase order.
  2. Customer agrees to accept partial or pro rata deliveries in commercial units as full performance under Customer’s purchase order in the event that Seller is unable to fill Customer’s entire order.
  3. All goods shall be shipped FOB SHIP POINT prepaid and billed, unless otherwise specified herein. Title and risk of loss pass to Customer on delivery to the common carrier.
  4. Customer acknowledges and agrees that products will be ordered by Seller from vendors of Seller. Seller represents and warrants that Seller shall have, on the date of transfer to the Customer, title thereto and the right to sell the product(s) delivered to Customer.
    Any warranty issued by the manufacturer of products shall be solely that of the manufacturer and not of the Seller. Seller hereby assigns to Customer, as of the date that title passes to Customer for such product, all of the manufacturer’s or vendor’s warranties, express or implied, if any and if assignable, with respect to the product, and Seller hereby authorizes Customer to make or settle any claims under such warranties directly with any such manufacturer or vendor. EXCEPT FOR THE WARRANTIES OF TITLE ABOVE, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE PRODUCT OR REPERFORMANCE OF THE SERVICE OR RETURN OF THE PURCHASE PRICE, AT THE OPTION OF CUSTOMER.
    In the event that a court of competent jurisdiction should hold that the limitations of warranties, liabilities and remedies contained herein, or in any portions thereof, are unenforceable for any reason, Customer expressly agrees that under no circumstances shall the total liability of Seller to Customer exceed the value of the specific product or service at issue.
  5. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES, FOR LOSS OF PROFITS OR INCOME, LOSS OF USE OR LOSS OF TIME, WHETHER IN CONTRACT, TORT, OR OTHERWISE RESULTING FROM ITS PERFORMANCE, NONPERFORMANCE OR DELAY IN PERFORMANCE OF ITS OBLIGATIONS HEREUNDER WHETHER OR NOT SELLER HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.
  6. The validity, interpretation, and performance hereof and any dispute connected herewith, shall be governed and construed in accordance with the laws of the State of South Carolina.
  7. Customer shall pay the amount of any taxes, duties and similar charges levied by any government authority in connection herewith. Such charges are not included in the price of the product and will be added to payments due to Seller. Customer agrees it will be responsible for all additional taxes or penalties from a taxing authority, and all legal expenses incurred by Seller due to incorrect taxing information furnished by Customer.
  8. If Seller’s performance shall be delayed or prevented because of any event which is not within the reasonable control of Seller, Seller may, at its option, suspend performance during the period such cause continues, and no liability shall attach against Seller on account thereof.
  9. The status of Seller and its personnel and any subcontractors is and will be that of independent contractors, and no such personnel or subcontractors will, at any time or for any purpose, be deemed employees or agents of Customer.
  10. Seller is not liable to third parties, or anyone with whom it does not have a direct contractual relationship, for alleged defects in products sold or services performed. Seller is not liable for defects in information provided by secondary sources.
  11. The Customer acknowledges that Seller has neither created nor contributed to the creation or existence of any hazardous or otherwise dangerous substances or conditions at the Customer’s site, and Seller’s compensation hereunder is not commensurate with the potential risk of injury or loss that may be caused by exposure to, contamination by, or the presence of such substances or conditions.
  12. Customer recognizes and agrees that Seller provides no warranty or guarantee of the outcome of its testing or servicing methods and that all such testing and servicing methods have reliability limitations, that no method nor number of sampling locations can guarantee that a hazard will be discovered if contamination or other evidence of the hazard is not encountered within the performance of the services as authorized. Customer further acknowledges and agrees that reliability of testing or servicing varies according to the sampling frequency and other service variables selected by Customer and that factors other than reliability, including cost, have been considered in the Customer’s selection of services. Customer agrees that it has knowledgeably accepted these limitations and the risks attendant thereon and that Seller shall be considered to be at fault (but not necessarily liable) only to the extent that the services selected by the Customer are not performed in accordance with, and subject to the limitations on, the warranties provided above.
  13. All documents, including reports, drawings, plans, designs and specifications, prepared by Seller or its subcontractors are not intended or represented by Seller to be suitable for use by or relied upon by anyone but the Customer or for uses beyond the scope of the specific uses or purposes set forth in the contract documents.
  14. Each party comply with all applicable laws, codes, standards and regulations (including, but not limited to anti-corruption and anti-bribery, child labor, affirmative action and conflict minerals).
  15. A complete copy of Seller’s terms and conditions is available at Seller’s website: https://www.hagemeyerna.com/Resources/TermsAndConditions.aspx
  16. 17. PRODUCT-SPECIFIC CLAUSES:
    • (a) ELECTRONIC AND PHOTOGRAPHIC CLEANING FLUIDS CUSTOMERS — It is a violation of federal law to sell, distribute, or offer to sell or distribute any chlorofluorocarbon (CFC) containing cleaning fluid for electronic and photographic equipment or aerosol hydrochlorofluorocarbon (HCFC) containing cleaning fluid for electronic and photographic equipment to anyone who is not a commercial user of this product. The penalty for violating this prohibition can be up to $25,000 per unit sold. Individuals purchasing such products must present proof of their commercial status in accordance with 40 CFR 82.68(a) or (c). A "Commercial User," as defined in the regulation, means a person that uses the product in the purchaser's business, or sells it to another person and has one of the following identification numbers: (i) a Federal employer identification number; (ii) a State sales tax exemption number; (iii) a Local business license number; or (iv) a Government contract number.Â
    • (b) MOLD RELEASE AGENT CUSTOMERS – it is a violation of federal law to sell mold release agents containing hydrochlorofluorocarbon (HCFC) as propellants to anyone, except for use in applications where no other alternative except a class I substance is available. The penalty for violating this prohibition can be up to $25,000 per unit sold.Â
    • (c) WASP AND HORNET SPRAY CUSTOMERS – It is a violation of federal law to sell or distribute wasp and hornet sprays containing hydrochlorofluorocarbon (HCFC) as solvents to anyone, except for use near high-tension power lines where no other alternative except a class I substance is available. The penalty for violating this prohibition can be up to $25,000 per unit sold.
    • (d) REFRIGERANT CUSTOMERS — Effective November 14, 1994, in accordance with the Federal Clean Air Act, sale of Class 1 (CFC) and Class 2 (HCFC) refrigerant will be restricted to resale purchases and/or to certified professional service technicians. To purchase regulated refrigerant products, all Customers must present a certification card or sign a statement of resale to complete the purchase
    • (e) OSHA HAZARDOUS SUBSTANCE & CALIFORNIA PROPOSITION 65 PRODUCT INFORMATION— MSDS for OSHA-defined hazardous substances and a list of products known by the state of California to cause cancer or reproductive harm are available at your local Hagemeyer branch, or by contacting Hagemeyer's U.S. corporate headquarters. Hagemeyer makes no warranty with respect to the accuracy of the information or the suitability of the recommendations in the MSDS. Hagemeyer disclaims any and all liability to any user.
    • (f) MATERIALS OF TRADE — Customer represents that if it is purchasing goods as its "materials of trade" as defined in the Hazardous Materials Regulations in Title 49 of the Code of Federal Regulations, that the goods will be used in direct support of its business, which is not transportation, and that such goods shall not be resold or transported in a vehicle other than one owned by itself.

3. Vallen Distribution, Inc. - Terms and Conditions of Purchase

  1. Either of the following constitutes your ("Seller") acceptance of these T&Cs: (a) Seller’s execution or acknowledgement of a purchase or work order ("Order"); or (b) Seller’s commencement of performance of the Order (e.g., promising or commencing performance); provided, however, Vallen Distribution, Inc.1 (“Buyer”) may treat the offer made by the Order as having lapsed before acceptance if Seller fails to so accept within a reasonable period of time. Except as provided in Section 3 (only as to an extended warranty period) and Section 10 below, Orders are subject to and governed exclusively by, and Seller's acceptance thereof is expressly limited to, these T&Cs. Buyer hereby expressly rejects and objects to any prior or subsequently proposed term, condition or alteration. No modification or waiver of these T&Cs shall be binding on Buyer unless expressly accepted in writing by Buyer’s authorized officer. Any reference to Seller’s quote, bid or proposal does not constitute acceptance of any legal terms or condition thereof.
  2. Orders may be issued electronically or in writing. The purchase price for goods (“Products”) and services sold to Buyer shall be as listed on the Order or as otherwise agreed in writing by the parties. Buyer will pay undisputed portions of valid invoices within sixty (60) days of Buyer’s receipt. Buyer may cancel or change Orders without penalty upon at least ten (10) days’ notice. If Seller believes any such change will affect the price or delivery date, Seller shall so notify Buyer in writing (with reasonable supporting documentation) within three (3) days of receiving said written direction or the change shall be deemed accepted without modification to the price or date of delivery. Any such modification to price and/or delivery date must be pre-approved by Buyer in writing. No substitutions shall be made without Buyer’s prior written consent. Products shall be tendered by Seller in a single delivery unless otherwise agreed. Shipments shall be F.O.B. (INCOTERMS 2010) Buyer’s designated destination or otherwise in accordance with shipping terms on the Order. No charge will be allowed for packing, shipping or handling unless stated in the Order. Seller shall pay for damaged Products resulting from improper packing or marking. Itemized packing lists must accompany each shipment. Buyer’s count will be final and conclusive on shipments not accompanied by Seller’s itemized packing list. Time is of the essence. Seller shall promptly notify Buyer of any actual or anticipated delay and shall take all commercially reasonable steps to avoid or end delays without additional cost to Buyer.
  3. Seller represents, warrants, and covenants that: (i) it has and will transfer good title to Products upon delivery, free and clear of all liens, claims and encumbrances of any kind; (ii) Products will conform to Seller's standard technical specifications and to all specifications, descriptions, drawings and standards provided by Buyer or otherwise agreed to by Seller, and they will be new, meet the highest industry standards, fit for the purpose(s) normally intended (or specifically intended if such intent is communicated to Seller in the Order or otherwise), and Products and services will be free from defects in design, materials and workmanship; (iii) Products and their use, sale, lease and distribution will not infringe, misappropriate, or violate trademarks, service marks, copyrights, patents, patent rights, trade secrets or other intellectual property rights of a third party; (iv) it will utilize all necessary or desirable protective equipment and devices, whether suggested or required by safety associations, government agencies, municipalities or otherwise; (v) that all services shall be done with the utmost skill, care and diligence, in a good and workmanlike manner, in accordance with the terms hereof and good industry standards of performance and in a timely manner; (vi) it and the Products and services provided to Buyer will comply with all applicable laws, codes, standards and regulations (including, but not limited to anti-corruption and anti-bribery, child labor, affirmative action and conflict minerals); and (vii) it will comply with all aspects of Buyer’s Cyber Security Requirements outlined in Appendix 1 as applicable. The foregoing warranties are enforceable by Buyer and its direct and indirect customers receiving such Products (together, “Customers”), and each shall remain valid for the longer of: (1) eighteen (18) months from the date of shipment from Seller; (2) such longer period as is offered by Seller in its then standard warranty; or (3) such longer period as is required by applicable law. If Seller breaches any of the foregoing warranties, Seller shall, at Buyer’s election and at Seller’s sole cost and expense (including, but not limited to, all transport, packaging, removal, testing, re-install and other labor costs): (a) repair or replace Products or services to Buyer's complete satisfaction; (b) reimburse Buyer for the purchase price paid for such Products or services; or (c) reimburse Buyer for the cost of substitute products or services obtained by Buyer from third-parties. Warranties shall begin anew on the date of repair or replacement pursuant to this Section 3.
  4. Seller shall indemnify, defend and hold harmless Buyer, its parent, subsidiaries, Customers and affiliates, and its/their officers, directors, employees, agents, contractors and representatives, from and against any and all actual or asserted claims, actions, damages, injuries, fines, penalties, settlements, judgments, losses, costs and expenses (including court costs and attorneys' fees) (collectively "Losses") arising out of, in connection with, or resulting directly or indirectly from: (i) Seller's breach of any representation, warranty or covenant hereunder; (ii) the use, sale, lease or distribution of Products (including, without limitation, for Losses that are attributable, in whole or in part, to contamination, pollution or environmental damage (including clean-up costs), data or security breaches, or any inaccurate or misleading representations or omissions from any Product literature, communication, packaging, warning or instruction relating thereto); (iii) recall of Product initiated or required by Seller, a governmental agency or applicable laws, rules, orders or regulations; or (iv) negligence, gross negligence, recklessness, fraud, strict liability, fault, violation of law, or willful misconduct of Seller, its employees, suppliers, manufacturers, contractors, officers, directors, guests, invitees or agents. Seller acknowledges and agrees that its indemnity obligations under this Section 4 shall be enforceable against Seller regardless of whether or not insurance Seller maintains covers such indemnity obligations. The foregoing shall not be construed to negate, abridge, or otherwise reduce any other right or obligation that would otherwise exist as to any party or person described herein. In the event that any indemnity provisions herein are contrary to applicable law, then such indemnity obligations shall be construed to apply to the fullest extent allowed by applicable law.
  5. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, OR ITS PARENT OR AFFILIATES, OR ANY OF ITS/THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE HEREUNDER FOR ANY SPECIAL, RELIANCE, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMIT, FROM DAMAGES TO PROPERTY, FOR LOSS OF PROFITS, INCOME, USE OR TIME, WHETHER IN TORT, CONTRACT, OR OTHERWISE RESULTING FROM PERFORMANCE OR NON-PERFORMANCE HEREUNDER, AND WHETHER OR NOT IT/THEY KNEW OF THE POSSIBILITY THEREOF; PROVIDED, HOWEVER, THIS SECTION 5 SHALL NOT LIMIT SELLER'S OBLIGATIONS UNDER SECTIONS 4 OR 12.
  6. Unless otherwise expressly agreed in writing by Buyer, Seller shall not, and shall not authorize any other party to, use, modify, reproduce or replicate any trademark, logo or trade name owned or claimed by Buyer ("Buyer Marks") in any way. Seller shall not contest Buyer's right of exclusive use of any Buyer Mark. Upon expiration or termination of the Order, Seller will remove and not thereafter use any sign, catalogue, brochure or other material (whether print or electronic) containing any Buyer Mark and Seller will, at Buyer’s option, immediately destroy or return to Buyer such material in its possession or under its control containing Buyer Marks. In addition, Seller agrees not to use any Buyer Marks in any promotional material, including without limitation, customer lists, advertisements, or press releases, without Buyer's advance written authorization.
  7. The occurrence of any one or more of the following shall constitute an “Event of Default”: (i) delivery of services or Products failing to conform to any provision hereof (“Non-Conforming Products”); (ii) Seller’s breach or failure to perform its obligations hereunder; or (iii) Seller’s breach or misrepresentation of any representation or warranty herein. Upon an Event of Default, Buyer shall be entitled, but not required, to exercise any or all of the following: (i) for late delivery or performance, Buyer may extend the time therefore and/or require expedited shipping/services, and such Products/services shall be provided in the manner and per the timelines specified by Buyer, at Seller's sole cost; (ii) with respect to Non-Conforming Products, Buyer shall have all of the rights and remedies available under Sections 3 and 4 above; (iii) reject or revoke acceptance, as the case may be, of all or any portion of the shipment of Products containing any Non-Conforming Products; and/or (iv) exercise any other rights and remedies specified in the Order or otherwise available under applicable law. Buyer may exercise any one or more of the foregoing rights and remedies by notifying Seller of such intent. Buyer shall not be liable to Seller on account of exercising any such rights or remedies. Seller acknowledges and agrees that the occurrence of an Event of Default constitutes a substantial impairment of value to Buyer of the shipment at issue, the entire Order, and any other then pending Orders, so as to entitle Buyer to exercise any and/or all of the remedies specified herein, in the Order, and at law, and Seller hereby waives its right to cure the default in question, unless otherwise agreed in writing by Buyer. The making of or failure to make any inspection of or payment for the Products shall in no way impair Buyer’s right to reject Non-Conforming Products, nor be deemed acceptance by Buyer of the Products, nor affect in any way Seller’s obligations hereunder, notwithstanding Buyer’s opportunity to inspect the Products, Buyer’s knowledge of the non-conformity or defect, its substantiality or the ease of its discovery, nor Buyer’s earlier failure to reject the Products.
  8. All questions pertaining to the validity, construction, execution and performance of the Order and the relationship of the parties hereto shall be construed and governed by the laws of Delaware and the USA, without giving effect to the principles of (i) comity of nations; or (ii) conflicts or choice of law provisions thereof, and the Order shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods. Exclusive jurisdiction shall be in the appropriate state or federal court in the state of Buyer's principal place of business.
  9. Seller certifies that it has an affirmative action policy ensuring equal employment opportunity without regard to, and that it maintains no employee facilities segregated on the basis of, race, color, national origin, sex, age, sexual orientation, religion or handicap, and that it is not debarred or suspended from being awarded Federal or Federally assisted contracts. If applicable, the following laws, orders and regulations, as amended, are hereby incorporated: Executive Order 11246; Vietnam Era Veterans Readjustment Act; Rehabilitation Act of 1973; Veterans Compensation, Education and Employment Act; 41 CFR 60-1.4 (Equal Employment Opportunity); 41 CFR 60-250.4 (Veterans Affirmative Action); 41 CFR 60-741.4 (Handicap Affirmative Action); 41 CFR 601.40 (Affirmative Action Plans); 41 CFR 601.7 (EE01 Reports); 41 CFR 61650 (Veterans Employment Reports). Seller certifies and warrants that it is and shall remain in compliance with all applicable anti-corruption and anti-bribery laws and that the Products are produced in compliance with the Fair Labor Standards Act of 1938, as amended, and the regulations and orders of the U.S. Department of Labor issued thereunder, and that each invoice it submits is correct and authentic and the only one issued for the Products at issue, and that all Products comply with the Occupational Safety and Health Act of 1970, as amended, and the applicable state plans approved under same, and the regulations thereunder, to the extent applicable. Seller shall notify Buyer in writing if Products are subject to laws or regulations relating to hazardous or toxic substances, or when disposed of, to regulations governing hazardous wastes, or to any other health, safety and/or environmental regulations. Seller shall furnish all appropriate shipping certifications, labeling in compliance with the Workplace Hazardous Materials Information System, Material Safety Data Sheets in compliance with the Workplace Hazardous Materials Information System, and instructions for shipping, safety, handling, exposure and disposal in a form sufficiently clear for use and actions to be taken by Buyer’s and its Customer’s non-technical personnel.
  10. Without limiting Seller’s obligations or liabilities hereunder, Seller shall, on the date an Order is accepted and for a period of two (2) years thereafter, at its sole expense, purchase and maintain the following insurance coverage with carriers that have A.M. Best ratings of not less than A- and with a minimum financial rating of Class VII: (a) Commercial General Liability Insurance that covers all liabilities for bodily injury and property damages arising from the Products, services and/or the performance of an Order, with limits of liability of at least $5,000,000 for each occurrence and in the aggregate. Coverage must include Products/Completed Operations, Personal and Advertising Injury and Blanket Contractual Liability (CG 20 10 or its equivalent must be provided). Such CGL insurance may be maintained through any applicable combination of CGL and Excess/Umbrella Coverage; (b) Automobile Liability Insurance that covers all liabilities for bodily injury and property damages arising from the use of all owned, hired or non-owned vehicles, with limits of liability of at least $1,000,000 for each occurrence and in the aggregate; (c) Workers Compensation Insurance shall be statutory by state law and Employer's Liability Insurance with limits of liability of at least $1,000,000; (d) Product Liability Insurance that covers the Products with limits of liability of at least $5,000,000 in the aggregate; and (e) Technology Errors & Omissions Liability Insurance, with a minimum limit of $5,000,000 per claim and in the aggregate, covering all Products including failure of information technology security, data privacy breach and software copyright infringement (if coverage is on a claims-made basis, the policy must contain a retro date which precedes the effective date of the Order and continuity must be maintained for 1 (one) year following termination or expiration of the Order). All insurance coverage required herein for Seller shall extend to and protect Buyer and its subsidiaries, parent company and/or affiliates to the full amount of such coverage, and all deductibles and/or self-insured retentions (if any), including those related to defense cost, are the sole responsibility of Seller and, upon Buyer’s request, Seller shall disclose the same to Buyer. All policies, except the Workers' Compensation insurance, shall be endorsed to name Buyer, its parent and affiliated entities, and its/their directors, officers, employees, representatives, and agents, as an additional insured and such policies shall be endorsed to waive all express or implied rights of subrogation against Buyer, its parent and affiliated entities. The insurance coverage set forth above shall be primary to any liability insurance or other insurance carried by Buyer, its affiliates or parent and Buyer's, its affiliate’s and parent’s other insurance shall be excess and non-contributory for claims and losses arising out of the performance of an Order. Seller shall provide a coverage endorsement for each category of insurance required above, except for Workers' Compensation, which includes a cross liability clause, stating that the Seller and Buyer shall each be considered as a separate entity. The policies shall not be canceled, terminated or materially reduced without thirty (30) days' advance written notice to Buyer. Seller shall provide Buyer with a Certificate of Insurance evidencing the above-required types and amounts of insurance coverage and other requirements prior to selling Products and providing services to Buyer and on an annual basis thereafter. Failure of the Seller to provide Buyer the Certificate of Insurance or failure of Buyer to specifically request such certificate, shall in no way limit or release the Seller of its obligations or liabilities under this Section 10. In the event the Seller or its insurance carrier defaults on any obligation hereunder, Seller agrees that it will be liable for all reasonable expenses and attorneys' fees incurred by Buyer or its affiliates to enforce the provisions hereunder.
  11. Unless Buyer and Seller are currently entered into a separate, written agreement that specifically governs their business relationship and the subject matter of the Order, and unless that written agreement specifically contains a merger clause that addresses conflicting terms and conditions in purchase orders, invoices, etc., then these T&Cs constitute the entire agreement and understanding between the parties, and supersede and replace all prior negotiations and agreements, proposed or otherwise, whether written or oral, concerning the subject matter hereof. No course of dealing, usage of trade or course of performance shall be relevant to explain, supplement or modify any express provision of these T&Cs.
  12. Buyer may disclose Confidential Information (as defined below) to Seller in connection with its purchase of Products and services from Seller. Seller shall not disclose any Confidential Information or any portion thereof to any person or entity and shall only use such Confidential Information to fulfill its obligations hereunder, it being understood that such Confidential Information provides Buyer with a competitive advantage in its trade because it is not generally known or available to the public. In that regard, Seller acknowledges and agrees that Buyer has taken and is taking reasonable steps to protect the confidentiality of, and its legitimate interests in, the Confidential Information. The term "Confidential Information" means information concerning Buyer’s business, personnel, data, financial and marketing plans, intellectual property rights (including, without limitation, patents, trademarks, copyrights and trade secrets), forecasts, strategies and statements, and Customer related information. To the extent allowed by law, Seller shall notify Buyer in writing in advance of any disclosure of Confidential Information required by law, court or administrative order.
  13. All notices permitted, required or provided for herein shall be made in writing, and shall be deemed adequately delivered if delivered by hand, certified mailing in the U.S. mail with return receipt requested, or by a recognized courier service that regularly maintains records of its pick-ups and deliveries, to the parties at their respective addresses, as set forth on the face of the Order or as otherwise designated by a party hereto. Any waiver of any of the provisions herein or of any inaccuracy in or non-fulfillment of any of the representations, warranties or obligations hereunder or contemplated hereby, shall not be effective unless made in writing and signed by the party against whom the enforcement of such waiver is sought. Any provision of these T&Cs that is deemed invalid or unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective only to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable or otherwise affecting the remaining terms and provisions hereof. Neither party may assign or otherwise delegate any of its rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, Buyer shall have the right to assign Orders without Seller’s consent to an affiliate of Buyer. The provisions hereof that by their nature are intended to survive the termination, cancellation, completion or expiration of the Order shall continue as valid and enforceable obligations of the parties notwithstanding any such termination, cancellation, completion or expiration. To the maximum extent permitted by applicable law: (i) Seller's warranties are fully-enforceable by Buyer and its Customers (as intended third-party beneficiaries); and (ii) the indemnities provided hereunder are fully-enforceable by Buyer and/or any or all of the other indemnitees identified above in Section 4.

Appendix 1: Cyber Security Requirements

  1. Seller shall ensure all Products have been developed in accordance with principles of secure software development consistent with software development industry best practices, including, but not limited to, security design review, secure coding practices, risk based testing and remediation requirements. Seller must use reasonable measures to secure the software development environment of the Products from unauthorized access.
  2. Seller shall include cyber security guidance in the Product documentation provided to Buyer. This documentation shall include guidance on how to configure the Products and/or the surrounding environment to best ensure security. It shall also include guidance on which logical or physical ports are required for the Product to function. If authentication is used to protect access to any service or capability of the Products, regardless of the intended user of that service/capability, the Seller shall ensure:
    • the Products shall not provide access to that service or capability using a default account/password;
    • the Products shall not provide access to that service or capability using a “Backdoor” account or password;
    • the Products’ associated authentication and password change processes shall be implemented with an appropriately secure cryptographic level; and
    • Buyer shall be able to change any passwords supported by the Products.
  3. In the event that any wireless technology is incorporated in any Product, Seller shall document that the wireless technology complies with standard operational and security requirements specified in applicable wireless standard(s) or specification(s) (e.g., applicable IEEE standards, such as 802.11).
  4. In the event that any cryptographic systems are contained in the Product, Seller shall only use cryptographic methods that are “Approved” as defined in the Federal Information Processing Standard (FIPS) Security Requirements for Cryptographic Modules (FIPS 140-2), and Seller shall provide an automated remote key-establishment (update) method that protects the confidentiality and integrity of the cryptographic keys.
  5. Seller must develop and maintain an up-to-date Cyber Security Susceptibility management plan designed to promptly identify, prevent, investigate, and mitigate any Cyber Security Susceptibilities and perform any required recovery actions to remedy the impact. “Cyber Security Susceptibility (ies)” is defined as any bug, software defect, design flaw, or other issue with software associated with a Product that could adversely impact the confidentiality, integrity or availability of information or processes associated with the Product.
  6. Seller shall notify Buyer within a reasonable period, in no event to exceed five (5) business days after discovery, or shorter if required by applicable law or regulation, of any potential Cyber Security Susceptibility. Seller shall report any Cyber Security Susceptibility to Buyer. Within a reasonable time thereafter, Seller shall provide Buyer, free of charge, with any upgrades, updates, releases, maintenance releases and error or bug fixes necessary to remediate any Cyber Security Susceptibility. Seller shall reasonably cooperate with Buyer in its investigation of a Cyber Security Susceptibility, whether discovered by Seller, Buyer, or a third party, which shall include providing Buyer a detailed description of the Cyber Security Susceptibility, the remediation plan, and any other information Buyer reasonably may request concerning the Cyber Security Susceptibility, as soon as such information can be collected or otherwise becomes available. Buyer or Buyer’s agent shall have the right to conduct a cyber security assessment of the applicable Products, and the Product development lifecycle, which includes tests intended to identify potential Cyber Security Susceptibilities. Seller shall designate an individual responsible for management of the Cyber Security Susceptibility, and shall identify such individual to Buyer promptly.
  7. Seller represents, warrants and covenants that all open source software contained within the Products are and shall be in material compliance with the terms and conditions of the applicable licenses governing their use, and the Products or the use thereof by Buyer shall not cause Buyer or Buyer’s intellectual property rights to be subject to the terms or conditions of a copyleft license, or require Buyer to fulfill any open source license obligations for any open source software contained within the Products.
  8. Seller represents, warrants, and covenants that the Products shall be free of viruses, malware, and other harmful code (including, without limitation, time-out features) which may interfere with the use of the Products regardless of whether Seller or its personnel purposefully placed such code in the Products. In addition to exercising any of Buyer’s other rights and remedies under the Order or otherwise at law or in equity, Seller shall provide Buyer, free of charge, with any and all new versions, upgrades, updates, releases, maintenance releases, and error or bug fixes of the Products (collectively, “Revised Code”) which prevents a breach of any of the warranties provided under the Order or corrects a breach of such warranties. Revised Code contained in the Products constitutes Products for purposes of the Order.

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The information given herein is offered as part of a request by the applicant for an extension of credit for commercial business use.
The information provided is represented by the applicant to be true, correct and complete.
The Applicant authorizes the Creditor to investigate all credit references and other sources pertaining to our credit and financial responsibility.
The undersigned authorizes its banks, trade creditors, and credit reporting agencies to disclose and provide the Creditor with complete information for the purpose of credit evaluation.
By signing below, I certify that I have the authority to bind the company to this agreement and that I agree to creditor's terms of sale.
It is understood and agreed by the customer that in the event legal action shall become necessary in order to effect collection for goods
purchased by the customer from the seller, the customer agrees to pay all seller's cost of collection including reasonable attorney's fees.


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