Terms and Conditions of Sale

Cornerstone Components, Inc. Purchase Order GENERAL TERMS AND CONDITIONS

To the extent that Cornerstone Components, Inc., including any its affiliate or subsidiaries (“Purchaser”) and Seller do not have an agreement (“Master Agreement”), these terms and conditions (“Terms and Conditions”) will apply to this purchase order (“Purchase Order).

  1. ACCEPTANCE, TERMS AND CONDITIONS: (a) This Purchase Order and any amendments thereto are considered accepted by Seller unless notification of rejection is received in writing and acknowledged and accepted by Purchaser. (b) This Purchase Order is an offer by Purchaser and expressly limits Seller’s acceptance to the terms of this Purchase Order. (c) This Purchase Order does not constitute an acceptance by Purchaser of any offer to sell, any quotation, or any proposal of Seller. Reference in this Purchase Order to any such offer to sell, quotation, or proposal shall in no way constitute a modification of any of the Terms and Conditions of this Purchase Order. ANY ATTEMPTED ACKNOWLEDGMENT OF THIS PURCHASE ORDER CONTAINING TERMS AND CONDITIONS INCONSISTENT WITH OR IN ADDITION TO THE TERMS AND CONDITIONS OF THIS PURCHASE ORDER IS NOT BINDING UPON PURCHASER UNLESS SPECIFICALLY ACCEPTED BY PURCHASER IN WRITING.These Terms and Conditions 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 Purchase Order, which are hereby rejected and considered null and void. Time is of the essence of this Purchase Order. Purchaser may terminate the whole, or any part of this purchase order at any time for any reason.

     

  2. INVOICE AND PAYMENT: Purchaser agrees to pay Seller the prices set forth on the Purchase Order. Seller shall issue invoices for any sums due, and undisputed invoices shall be due and payable pursuant to the terms of the Purchase Order after Purchaser’s receipt of a valid invoice. The price of the goods or services 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.

     

  3. DELIVERIES: Deliveries are to be made both in quantities and at the time specified in this Purchase Order. Purchaser will have no liability for payment of materials or goods, which are in excess of quantities specified in this Purchase. An itemized packing list, showing; (i) Purchaser’s purchase order number, (ii) the respective prices of each item purchased, and (iii) all other necessary and relevant documents outlined within this Purchase Order, must accompany all shipments.

     

  4. TRANSPORTATION: Unless otherwise stipulated on the face of this Purchase Order, goods covered by this Purchase Order shall be shipped in accordance with the terms listed on the Purchase Order. Unless otherwise stated, Cornerstone Components, Inc. may select its own carriers as reflected in the applicable routing guide. Seller shall reimburse Purchaser for any fines, penalties, or other costs associated in any way with packing list errors. Premium freight charges due to erroneous descriptions of freight terminology, erroneous routing, overdue or partial shipments (not including those authorized) will be charged back to Seller. No charge for boxing or cartage, unless previously arranged, will be accepted.

     

  5. INSPECTION: All goods shall be subject to inspection and test by Purchaser and its customers (“Customers”), at all times and places. If the goods are rejected as a result of failure to pass Purchaser’s inspection, they will be returned to Seller at Seller’s expense, plus charges for repackaging, materials, labor, and inbound freight costs. Neither failure to inspect, accept, or reject goods or services, nor failure to detect defects by inspection, shall not relieve Seller from responsibility for any defective goods or services delivered nonconforming or defective.

     

  6. WARRANTIES: Seller warrants and represents that; (i) all goods furnished on this Purchase Order are authentic and fully comply with all applicable laws, (ii) such goods do not infringe upon any patents, trademarks, labels, copyrights, or other proprietary rights, and. (iii) Seller warrants and represents that all services provided hereunder will be performed in a manner acceptable in the industry and in accordance with generally accepted standards for such services. Seller warrants and represents that all goods sold hereunder or pursuant hereto will be free of any liens, will be of merchantable quality, free from all defects in design, workmanship and materials, and will be fit for the particular purposes for which they are purchased and that all goods and services provided hereunder conform to the specifications, samples, drawings, designs or other requirements (including performance specifications) approved by Purchaser. Seller’s warranties shall run to Purchaser, its successors, assigns, customers at any tier, and ultimate users and joint users.

     

  7. NON-ASSIGNMENT; NO DELEGATION OF PERFORMANCE: Assignment of this Purchase Order or any interest therein or any payment due or to become due hereunder, without the written consent of the Purchaser, shall be void. The Seller shall not delegate its performance under this Purchase Order without the prior written consent of the Purchaser and without providing assurances requested by Purchaser from Seller's assignee. Any attempted delegation of performance by Seller contrary to the terms herein is null and void.

     

  8. COMPLIANCE WITH LAWS: Seller shall comply with all applicable laws, regulations, and ordinances in all applicable jurisdictions in which it does business or which Purchaser informs Seller the goods will likely be shipped. Seller shall protect, indemnify, defend against and hold harmless Purchaser from said risks and from any claims under any and all applicable laws
    Seller shall comply with Purchaser’s applicable policies and procedures where the same are posted, conveyed, or otherwise made available to Seller. Seller warrants and represents that it; (i) complies with Purchaser’s Cornerstone Components, Inc. Business Partner Code of Conduct, which can be found at www.CornerstoneComponents.com, (ii) or has implemented and abides by a code of conduct that is substantially similar thereto (in such case, Seller shall provide a copy to Purchaser for review upon Purchaser’s request). In the event Purchaser determines any of Seller's representations, warranties, certifications or covenants to be untrue, Seller shall compensate Purchaser for any damages suffered by Purchaser as a result of Seller's untrue representations, warranties, or certifications or breach of covenants.

     

  9. SITE RULES; INSURANCE: Seller will conform strictly to all of Purchaser's site rules and regulations when performing services on Purchaser's premises, including but not limited to Purchaser’s requirements for background screening contingent workers. Seller shall obtain and maintain adequate to cover any and all claims that could arise out of this Agreement.

     

  10. INDEMNIFICATION: Seller shall absolutely and unconditionally indemnify, defend, and hold harmless Purchaser its subsidiaries, affiliates, successors, or assigns; their respective directors, officers, shareholders, employees, and agents; and Purchaser’s customers (collectively, “Indemnitees”) from and against any and all losses, claims, damages, liabilities, and expenses of any kind or nature whatsoever, including attorney's fees, which may arise out of, result from, Seller's (i) acts or omissions, and (ii) .any allegation that the Goods or Service infringe the intellectual property rights of any third party.

     

  11. GENERAL: Seller shall keep confidential any and all information provided by Purchaser or by Customer or any other third party provided hereunder. Vendor agrees that no acknowledgement or other information concerning the Agreement and the Services provided hereunder will be made public by Vendor without the prior written consent of Cornerstone Components, Inc., of which consent may be revoked at any time. The parties are independent contractors. Under no circumstances will either party have the right or authority to act on behalf of the other or represent the other as its agent in any way. Seller hereby unconditionally waives their respective rights to a jury trial of any claim. This Purchase Order and/or contract and the general conditions set forth herein shall be governed by, and construed according to the laws of the State of New York, without giving effect to the principles of conflict of laws thereof, and the parties hereby consent to the jurisdiction and venue of the courts of New York, whether state or federal. This Purchase Order, together with these Terms and Conditions, constitutes the sole and entire agreement of the parties.

     

  12. COUNTERFEIT WORK

(a) For purposes of this clause, Counterfeit Work consists of those parts delivered under this Contract that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies). “Counterfeit Work” means Work that is or contains items misrepresented as having been designed and/or produced under an approved system or other acceptable method. The term also includes approved Work that has reached a design life limit or has been damaged beyond possible repair, but is altered and misrepresented as acceptable.

(b) SELLER agrees and shall ensure that Counterfeit Work is not delivered to Cornerstone Components, Inc.

(c) SELLER shall only purchase products to be delivered or incorporated as Work to Cornerstone Components, Inc. directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Work shall not be acquired from independent distributors or brokers unless approved in advance in writing by Cornerstone Components, Inc.

(d) SELLER shall immediately notify Cornerstone Components, Inc. with the pertinent facts if SELLER becomes aware or suspects that it has furnished Counterfeit Work. Upon sale of merchandise to Cornerstone Components, Inc., SELLER shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM.

(e) In the event that Work delivered under this Contract constitutes or includes Counterfeit Work, SELLER shall, at its expense, promptly replace such Counterfeit Work with genuine Work conforming to the requirements of this Contract. Notwithstanding any other provision in this Contract, SELLER shall be liable for all costs relating to the removal and replacement of Counterfeit Work, including without limitation Cornerstone Components, Inc. costs of removing Counterfeit Work, of reinserting replacement Work and of any testing necessitated by the reinstallation of Work after Counterfeit Work has been exchanged. The remedies contained in this paragraph are in addition to any remedies Cornerstone Components, Inc. may have at law, equity or under other provisions of this Contract.

(f) This clause applies in addition to any quality provision, specification, statement of work or other provision included in this Contract addressing the authenticity of Work. To the extent such provisions conflict with this clause, this clause prevails.

(g) SELLER shall include paragraphs (a) through (d) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or furnished as Work to Cornerstone Components, Inc.

(h) SELLER shall establish and maintain a Counterfeit Prevention Program. The purpose of this document shall be to prevent the delivery of counterfeit parts and control parts identified as counterfeit.***

Cornerstone Components, Inc. GENERAL TERMS AND CONDITIONS of Sales

All quotations and sales by Cornerstone Components Inc., CCI, its subsidiaries or affiliates ("Seller") to you (“You” or “Your”) are subject to these terms and conditions (“Terms”). These Terms are deemed an offer and a rejection of any other terms or conditions contained in any of Your documents (which, if construed to be an offer, is hereby rejected). This transaction with Seller is expressly made conditional on Your assent to the Terms set forth below, which are binding to the exclusion of any additional or different terms contained in any other document, any course of dealing or performance, and any trade custom or usage. Your acceptance of any product or service shall manifest Your assent to these Terms.

  1. Terms of payment are net 30 days from invoice date, unless otherwise authorized; prices are EXW Seller's facility (INCOTERMS 2010); and prices do not include any taxes, freight, handling, duty (including but not limited to tariffs) or other similar charges, payment of which will be solely Your responsibility. Prices are conditioned upon timely payment and any past due balance will accrue interest at the monthly rate of 1.5%. Freight and handling charges may not reflect actual costs. Seller reserves the right to modify any payment terms prior to shipment, require payment in advance, or delay/cancel any shipment or order for any reason (including Your creditworthiness).

     

  2. Unless otherwise agreed, Seller may select a carrier. Seller's responsibility for any loss or damage ends, and title passes, when products (including software, hereafter, “Products”) are delivered to the carrier, to You, or to Your agent, whichever occurs first. You will pay for storage charges if Seller holds Products at Your request for up to a maximum of 60 days (or as otherwise agreed in a signed writing) and You agree to accept delivery of Products upon completion of such period. Seller retains a purchase money security interest in Products sold to You, and in the proceeds of any resale of such Products, until Seller’s invoices to You have been paid in full.

     

  3. For 30 days after delivery, Seller warrants Products assembled or customized by Seller against defects caused solely by faulty assembly or customization and that any services performed exclusively by it were performed in accordance with industry standards. To the extent provided by Seller’s supplier(s) (“Supplier(s)”), all other Products, services and the components and materials utilized in any assembled or customized Products or services are subject to Supplier’s standard warranty, which is expressly in lieu of any other warranty, express or implied, by Seller or Supplier. Your exclusive remedy, if any, under these warranties is limited, at Seller's election, to: (a) refund of Your purchase price, (b) repair or reperformance by Seller or Supplier(s) of any Products or services found to be defective, or (c) replacement of any such Product. If there is no Supplier warranty, You take all such Products and services “as-is” without any warranty. You acknowledge that except as specifically set forth herein, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND BY SELLER, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS OR SERVICES, THEIR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NONINFRINGEMENT, OR OTHERWISE. SELLER ASSUMES NO RESPONSIBILITY OR LIABILITY FOR SUPPLIERS’ PRODUCT OR SERVICE SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO SELLER.

     

  4. Seller’s rights and remedies will be cumulative and not exclusive. You are responsible for all losses, costs and expenses, including attorney’s fees, incurred by Seller in collecting any sums You owe. Seller shall have the right to offset against any amounts owed by Seller to You. These Terms, and any matter arising out of or related thereto, are governed solely by the laws of the State of New York, without regard to its conflict of law principles. No provisions of the United Nations Convention on Contracts for International Sale of Goods, including any amendments thereto, will apply. Any proceeding arising out of or related to this Agreement must be commenced in any court of competent jurisdiction located in New York County in the State of New York. The parties hereby submit to the exclusive jurisdiction of such court and waive (a) any right to a jury trial or (b) defense of lack of personal jurisdiction in such court. EACH OF THE PARTIES IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH PROCEEDING IN SUCH COURTS AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURTS HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM. Each party agrees that a final judgment in any such proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

     

  5. Products or services are deemed accepted by You unless You notify Seller of shortages, damage or defects in writing within 10 days of delivery of Products or performance of services. All returns or refunds must comply with Seller’s returns or refunds policy. If You refuse to accept tender or delivery of any Products or return any Products without authorization from Seller, Seller will hold such Products awaiting Your instructions for 20 days, after which Seller may deem the Products abandoned and dispose of them, without crediting Your account. You warrant that any Products returned are the original Products Seller shipped to You and are unaltered. All returns are subject to a restocking fee up to 50% of the value of the Products being returned.

     

  6. Seller will not be liable for any damages due to any failure or delay in its performance as result of any events beyond its reasonable control. Seller may cancel without liability any order delayed by any such cause(s). In its sole discretion, Seller may allocate, defer, delay, or cancel the shipment of any Product which is in short supply.

     

  7. These Terms are subject to change and are effective upon Seller posting the updated Terms to its website.

     

  8. If Your order is placed under a contract with the United States Government, Seller agrees to comply only with those contract provisions and regulations that meet both of the following conditions: (a) Seller must comply with such provisions and regulations applicable to a distributor as a matter of law, and (b) You have identified them in writing and they have been accepted in writing by Seller at the time of order placement. In no event will United States Government Cost Accounting Standards apply. To the extent not exempt, You 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. You covenant that Products and services provided by Seller will not be used in life support systems, human implantation, nuclear facilities or systems or any other application where product failure could lead to loss of life or catastrophic property damage. In the event that You breach such covenant, You will fully defend, indemnify and hold harmless Seller, its agents and Suppliers from any claims resulting from such breach.

     

  9. You will comply with any applicable export or resale restrictions and regulations. Seller does not warrant and will not be liable for any error regarding the accuracy of any statement as to product country of origin, ECCN, HTS Code, RoHS compliance, parametric or conflict mineral data or compliance with applicable law. You certify that You: (a) comply with all applicable laws, including the labor laws and regulations and anti-bribery regulations in the jurisdictions where You operate and (b) comply with Seller’s Business Partner Code of Conduct (available at http://www.cornerstonecomponents.com/BusinessPartnerCodeofConduct.pdf).

     

  10. Except for the exclusive warranty in paragraph 3, NEITHER SELLER NOR SUPPLIER(S) WILL HAVE ANY LIABILITY OR OBLIGATION TO YOU OR ANY OTHER PERSON FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE CAUSED IN WHOLE OR IN PART BY (a) ANY INADEQUACY, DEFICIENCY, OR DEFECT IN ANY PRODUCTS OR SERVICES (WHETHER OR NOT COVERED BY ANY WARRANTY), (b) THE USE OR PERFORMANCE OF ANY PRODUCTS OR SERVICES, OR (c) ANY FAILURE OR DELAY IN SELLER'S PERFORMANCE HEREUNDER, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, COST OF REPLACEMENT GOODS OR SERVICES, REWORK, LOSS OF DATA, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWSOEVER CAUSED, INCLUDING VIA SELLER’S OR SUPPLIER’S NEGLIGENCE, WHETHER OR NOT YOU HAVE INFORMED SELLER OF THE POSSIBILITY OR LIKELIHOOD OF ANY SUCH DAMAGES. IN NO EVENT WILL SELLER’S LIABILITY, REGARDLESS OF BASIS, EXCEED THE PRICE PAID FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM

     

  11. Notwithstanding paragraph 3, the performance of any value-added service may void Supplier’s warranty. Orders incorporating such services may become non-cancelable and the Products non-returnable. Any third-party value-added service provider is deemed to be Your agent. Seller shall have no liability for any technical advice offered or given.

     

  12. All rights in intellectual property owned or licensed by Seller or Supplier are hereby reserved and deemed restricted or limited. Seller makes no representation or warranty with respect to such rights and will have no liability in connection with them. You agree to comply with all requirements with regard to any intellectual property (including any requirement to enter into a separate license agreement and prohibitions against duplicating, reverse engineering or disclosing the same), even if Seller has broken the seal on any “shrink wrapped” software. If You provide Seller with any intellectual property, You warrant that You have all necessary legal rights to such intellectual property. You will indemnify Seller against and defend and hold it harmless from all liability, cost or expense arising out of or relating to any (a) breach or alleged breach of these terms and conditions, or (b) Your use or sale of the Products or services, including infringement claims that arise from Your use of Products or services in combination with other Products or services.

     

  13. None of Your orders may be cancelled, rescheduled, reconfigured, or assigned without Seller's prior written authorization and, in such event, You will be liable to Seller for any additional costs and expenses incurred by Seller. Prices are subject to change by Seller for any reason, including (a) upon Your rescheduling or reconfiguration of orders, or (b) in response to Supplier’s price increases or if a price has been quoted in error, whereupon You may cancel the undelivered portion of any affected order by delivering written notice to Seller prior to the shipment thereof and within 10 days of Your receipt of notice of the price increase. Seller may assign its accounts receivable. In order to defray the cost of Your account administration, any amount owed to You which remains unclaimed by You for a period of 12 months will become the property of Seller.

     

  14. If any term or provision set forth herein is deemed to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify these terms and conditions to affect our original intent as closely as possible in order that the transactions contemplated hereby be consummated to the greatest extent possible as originally contemplated.

 

  1. (a) SELLER warrants the Goods delivered pursuant to this Agreement, unless specifically stated otherwise in this Agreement, shall (i) be new; (ii) be and only contain materials obtained directly from authorized sources; (iii) not be or contain Counterfeit Items; (iv) contain only authentic, unaltered labels and other markings; (v) have documentation that authenticates traceability to the applicable authorized source, that can made available upon request; and (vi) be free from defects in workmanship, materials, and design and conform to all the specifications and requirements of this Agreement. These warranties shall survive inspection, test, final acceptance, and payment of Goods and Services;

(b) SELLER warrants that any hardware, software, and firmware Goods delivered under this Agreement to the extent reasonably possible: (i) do not contain any viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door, or other software code or routine designed to (a) damage, destroy, or alter any software or hardware; (b) reveal, damage, destroy, or alter any data; (c) disable any computer program automatically; or (d) permit unauthorized access to any software or hardware; and (ii) do not contain any 3rd party software (including software that may be considered free software or open source software) that (a) may require any software to be published, accessed or otherwise made available without the consent of BUYER or (b) may require distribution, copying or modification of any software free of charge;

(c) This warranty entitlement shall inure to the benefit of both BUYER and BUYER’s customer and shall cover a period of 12 months following final acceptance; and,

(d) SELLER shall be liable for and save BUYER harmless from any loss, damage, or expense whatsoever that BUYER may suffer from the breach of any of these warranties. Remedies shall be at BUYER’s election, including those specified in Article 6 herein.

(e) SELLER warrants that at no time it shall be held liable above and beyond the purchase order value.