Terms + Conditions

Website Usage

Learn more about Alert Tech SMT’s terms & conditions for website usage.

Copyright + Trademarks

Unless otherwise noted, product names, designs, logos, titles, text, images, animations, color combinations, button shapes, layout, audio, video and HTML code within this website are the trademarks, service marks, trade names, copyrights or other property of Alert Tech Copyright 2022. Alert Tech RESERVES ALL RIGHTS. All other unregistered and registered trademarks are the property of their respective owners. Nothing contained on this website should be construed as granting, by implication, estoppel, or otherwise, any license or right to distribute, modify, transmit, use, reuse or re-post any of Alert Tech Intellectual Property displayed on this website without the express written permission of Alert Tech.

No Warranties + Limits of Liabilities

Information and documents provided on this website are provided “as is” without warranty of any kind, either express or implied, including without limitation warranties of merchantability, fitness for a particular purpose and non-infringement. Alert Tech uses reasonable efforts to include accurate and up-to-date information on this website; it does not, however, make any warranties or representations as to its accuracy or completeness. Alert Tech periodically adds, changes, improves or updates the information and documents on this website without notice. Alert Tech assumes no liability or responsibility for any errors or omissions in the content of this website. Your use of this website is at your own risk. Under no circumstances and under no legal theory shall Alert Tech, its suppliers or any other party involved in creating, producing or delivering this website’s contents be liable to you or any other person for any indirect, direct, special, incidental or consequential damages arising from your access to, or use of, this website.

Making Purchases

Communications With This Website

You are encouraged to communicate with this site where applicable. You are prohibited from transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Alert Tech will fully cooperate with any law enforcement authorities or court order requesting or directing Alert Tech to disclose the identity of or help identify or locate anyone transmitting any such information or materials. Although Alert Tech is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy contained in any information within such locations on this web site. Alert Tech assumes no responsibility or liability for any actions or communications by you or any unrelated third-party within or outside of this website. Alert Tech reserves the right to modify or remove any and all information posted to its websites.

Procurement

Unless superseded by a separate agreement executed between the parties, these terms and conditions contained herein, any files linked herewith, and any other attachments to this Purchase Order or other designation (collectively the “Contract”) constitute the complete and exclusive agreement between Alert Technologies, Inc., on behalf of itself and its subsidiaries and affiliates, (“Buyer”) and the supplier identified on the face of this Contract (“Supplier”).

Scope / Interpretation

This Contract is issued by Buyer for the purchase of Goods from Supplier. “Goods” means all required labor, articles, materials, supplies, goods, services or other deliverables constituting the subject matter of this Contract. This Contract is deemed accepted when Supplier returns any written acknowledgment of this Contract or begins performing, whichever is earlier. Buyer rejects any additional or inconsistent terms and conditions offered by Supplier at any time, and limits acceptance of this Contract to these terms. Any reference to Supplier’s quotation, bid, or proposal does not imply acceptance of any term, condition, or instruction contained in that document. In the event there is a conflict within the Contract documents, the following order of precedence applies: (i) these general Contract terms and conditions; then (ii) the face of the Purchase Order and any supplemental terms included or incorporated by reference; and finally (iii) other Contract documents agreed to in writing by the parties. No change to or modification of this Contract will be binding unless in a writing signed by Buyer’s authorized representative. If this Purchase Order is issued under a United States Government contract, Buyer will inform Supplier and provide supplemental purchase order provisions. Supplier shall include in all subcontracts and purchase orders that it issues, any clauses that by its terms are required to be included in lower-tier subcontracts and purchase orders for Fixed United States Government Contracts and/or Commercial Items.

Price

The price includes all applicable federal, state and local taxes; and all applicable tariffs, duties, or other similar charges. When applicable, Buyer will issue a valid sales/use tax exemption or resale certificate to Supplier. Prices are firm for the duration of the Purchase Order and all related deliveries.

Packing + Shipment

No charge will be allowed for packing, crating, cartage or storage unless otherwise designated in this Contract. Supplier shall mark, pack, package, crate, transport, ship and store all Goods in accordance with prudent industry practice, and to ensure compliance with any special instructions of Buyer. Goods shall be suitably packed to: (i) preserve their integrity; (ii) secure the lowest transportation costs; and (iii) conform to the requirements of common carriers and any applicable specification. Upon Buyer’s request, Supplier shall provide a Certificate of Compliance with supporting documentation certifying that all packaging and packaging components sold to Buyer comply with the requirements of the toxics in packaging law(s) in the states that have implemented such laws. Shipment shall be made in accordance with Buyer’s routing or other instructions on the face of the Purchase Order. Supplier shall place the Purchase Order number on the outside of each shipment hereunder and on all documents relating to such shipment. Supplier shall be liable for any increase in transportation charges resulting from Supplier’s failure to utilize the specified method of shipment or carrier.

Payment

Invoices shall be paid sixty (60) days end-of-month from the later of the date on which Buyer receives: (i) a correct invoice that contains the Purchase Order number, item number, description, quantity, unit price, and extended totals at a minimum; or (ii) the Goods described in such invoice. Payment shall be deemed made (for the purpose of earning any discount offered by Supplier or otherwise) on the date Buyer’s check is mailed to Supplier. Payment of the invoice shall not constitute acceptance of the Goods and shall be subject to an appropriate adjustment for failure of Supplier to meet the requirements of this Contract. Buyer will not be liable for Supplier’s net income, capital, net worth or similar taxes. Any applicable taxes shall be separately stated on the face of the Purchase Order and separately invoiced. Supplier agrees that Buyer shall have the right to set-off any amount which may become payable by Buyer to Supplier under this Contract, or otherwise, against any amounts which Supplier may owe Buyer.

Inspection

Buyer reserves the right to inspect all Goods prior to shipment by Supplier. Supplier shall permit employees or representatives of Buyer and/or Buyer’s customer to have access to Supplier’s facilities at all reasonable hours. At the time of inspection, Supplier shall make available to such representatives copies of all drawings, specifications and other technical data applicable to the Goods ordered. Buyer’s right of inspection will also apply to any supplier or vendors of Supplier. Supplier will inform such suppliers and vendors of Buyer’s right to inspect and, if necessary, use all reasonable efforts to secure such right of inspection for Buyer at such supplier or vendor facilities. All Goods shall nevertheless be received subject to final inspection and approval by Buyer after delivery at destination. Buyer may perform inspection(s) on a statistical sampling basis. If the number of defects in the selected sample exceeds the allowable defects, the entire lot of Goods may be rejected. The rejected lot of Goods may be 100% inspected, at Buyer’s option and Supplier’s expense. Rejected Goods may be returned at Buyer’s option for repair, refund, credit or replacement at Supplier’s expense. Buyer’s inspection or lack of inspection shall not affect any express or implied warranties, nor shall Buyer waive any rights to reject and return Goods which contain latent defects.

Delivery + Risk of Loss

Supplier shall ship all Goods to Buyer “DDP Buyer’s Door Incoterms® 2020”. Time is of the essence. Supplier shall be responsible for all damages of any kind incurred or suffered by Buyer which were caused by a delay of Supplier in meeting delivery schedules. Supplier shall also be responsible for all premium logistics cost resulting from Supplier’s inability to meet delivery schedules, including costs incurred in getting Goods to Buyer. Supplier agrees to notify Buyer immediately in the event it appears that Supplier may not meet the delivery schedule and shall set forth the reasons for the delay (actual or potential), the steps being taken to remedy the delay, and the schedule that Supplier believes it will be able to meet. Such notice shall not relieve Supplier of any responsibilities in this Contract. Unauthorized advance shipments and shipments other than for the quantity ordered are returnable at Supplier’s expense. Delivery shall not be deemed complete until the Goods have been actually received by Buyer at its facility. The risk of loss and damage in transit shall remain with Supplier and shall not pass to Buyer until received at Buyer’s facility and in a condition in compliance with the terms of this Contract. The cost of all returned shipments shall be borne by Supplier. Unless otherwise agreed in writing, Supplier shall not make any material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Buyer’s delivery schedule, except at Supplier’s own risk.

Changes

Buyer may at any time, by written direction, make changes in the drawings, specifications, material, processes, quantities, delivery schedules, method of shipment or packaging. Should any such change increase or reduce the cost of, or the time required for performance of, the Purchase Order, an equitable adjustment will be made in the Contract price or delivery schedule. Any Supplier requests or claims for an increase in the Contract price or an extension in delivery schedule must be asserted in writing within ten (10) working days from the date of such written direction. Failure to agree upon an equitable adjustment shall not relieve Supplier from its obligation to proceed without delay in performance under this Contract, as changed.

Supplier Management System

Buyer’s Supplier Management System Procedure (SMS) is available upon request. Supplier shall comply with all SMS requirements and expectations at all times. Supplier is expected to perform continuous improvement, to establish and implement documented and effective production, quality, and management systems compliant with the expectations and guidelines of the SMS. Supplier shall ensure that its employees and suppliers are aware of their contribution to product or service conformity, their contribution to product safety, and the importance of ethical behavior.

Warranty

Supplier warrants that all Goods shall: (i) conform to the specifications, drawings, or other descriptions referred to in this Contract; (ii) be free from defects in workmanship, material and design; (iii) perform as specified; (iv) be new and not contain used or reconditioned parts; (v) be merchantable; and (vi) be fit for their intended purpose. Supplier represents and warrants that its manufacturing processes, the Goods, and Buyer’s purchase, sale or use of the Goods will not infringe any patent, copyright, trademark, trade secret, maskwork or other intellectual property right; and (vii) the Goods are sold to Buyer free and clear of any liens, claims or encumbrances. These warranties shall: (a) continue for the longer of either the warranty period applicable to Buyer’s sales to its customers of the Goods or of products which incorporate the Goods, or two (2) years after the Goods are accepted by Buyer, or such greater period as may be specified elsewhere in this Contract; (b) extend to Buyer, Buyer’s customers, and the users of Buyer’s Goods; (c) be in addition to and not in lieu of any other warranties specified herein or implied by or existing pursuant to Law; and (d) survive inspection, delivery, acceptance and payment. Defective Goods may be returned to Supplier for repair, replacement or credit at Buyer’s option and at Supplier’s risk and expense, and Buyer shall be entitled to full compensation for any and all losses, damages, costs, attorney fees and expenses suffered or incurred by reason of Supplier’s breach of any warranty. Repaired and replacement Goods shall be in “like new condition” and subject to the full original warranty.

Tin Whisker Mitigation and Qualification Test
Supplier warrants that Goods identified as or otherwise required to be lead-free or RoHS-6 compliant and manufactured with leads or electrodes (excluding BGA’s) possessing high tin (i.e., greater than 95 percent) surfaces shall be subjected to industry best practices for tin whisker mitigation (i.e., JEDEC – IPC JP002/iNEMI recommendations for lead-free components version 3 or equivalent) and are further required to have the lead/electrode surface finish qualified through industry standard tin whisker testing protocols (i.e., JEDEC JESD 22A121 + JEDEC JESD 201 class II or equivalent).

Counterfeit Work
Supplier represents and warrants that no Goods delivered to Buyer are Counterfeit Work. “Counterfeit Work” means Goods, consisting of all Electronic Parts delivered under an Order that are in the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies) that are or contain Counterfeit Electronic Parts or suspect Counterfeit Electronic Parts. “Counterfeit Electronic Part” means an unlawful or unauthorized reproduction, substitution, or alteration that has been mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified electronic part from the original manufacturer, or a source with the express written authority of the original manufacturer or current design activity, including an authorized aftermarket distributor or manufacturer. Unlawful or unauthorized substitution includes used electronic parts represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics. The Supplier shall establish and maintain an acceptable counterfeit electronic part detection and avoidance system per DFARS 252.246-7007, using as a guideline industry standards SAE AS5553D or SAE AS6081as updated. Supplier shall only purchase products to be delivered or incorporated as Goods to Buyer directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Supplier represents and warrants that no Goods shall be acquired from non-franchised distributors or brokers unless approved in advance in writing by Buyer. Supplier shall immediately notify Buyer with the pertinent facts if Supplier becomes aware or suspects that it has furnished Counterfeit Work. When requested by Buyer, Supplier shall provide OCM/OEM documentation that authenticates traceability of the Goods to the applicable OCM/OEM.

Indemnity

Supplier shall, to the fullest extent permitted by law, indemnify, defend and hold harmless Buyer (including its shareholders, directors, officers, employees, customers, contractors, agents and other representatives) from and against any and all potential “Claims” (demands, claims, actions, causes of action, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) of every kind) which Buyer may hereafter incur, become responsible for or pay out as a result of: (i) the Goods or any design, information technology or processes supplied and/or approved by Supplier; (ii) any infringement or misappropriation of the Goods regarding any patent, copyright, trademark, trade secret, maskwork or any actual or alleged violation of any intellectual property right; (iii) personal injury (including death), property damage, or contamination of or adverse effects on the environment (and any clean-up in connection therewith), where any of the foregoing is caused, in whole or in part, by the Goods, Supplier’s breach of any term or provision of this Contract, or by any acts, errors or omissions by Supplier (including its employees, officers, subcontractors, agents, or representatives) in the performance of this Contract.

Remedies
Supplier will not make any settlement that affects Buyer’s rights or interests without Buyer’s prior written approval, which will not be unreasonably withheld. If the use by Buyer or its affiliates, subsidiaries, assigns or customers of any Goods furnished under the Purchase Order is enjoined (“Infringing Good”), Supplier shall, at its own expense, procure for Buyer the right to continue using the Infringing Good. If Supplier is unable to do so, Supplier shall, at its own expense, either replace the Infringing Good with a non-infringing Good or modify the Infringing Good so that it becomes non-infringing. If Supplier is unable to replace or modify the Infringing Good, Supplier shall promptly refund in full all costs paid by Buyer for the Infringing Good and cancel any remaining portion of the Purchase Order.

Insurance
Supplier will maintain all insurance and/or bonds necessary to satisfy its obligations under this Purchase Order. Such insurance shall apply and respond in all jurisdictions, and without limiting the foregoing, shall include general liability insurance, automobile insurance, errors and omissions insurance, recall insurance and worker’s compensation insurance as required by Law and necessary to satisfy its obligations under this Purchase Order.

Cancellation

For Default
Buyer may cancel this Contract immediately for default, without any liability to Supplier, if Supplier becomes insolvent or involved in bankruptcy, or fails to: (i) make any delivery as committed; (ii) comply with or make satisfactory progress towards any Contract requirements; or (iii) fails to provide adequate assurance of performance when requested. In such event of default. Buyer may procure replacement Goods on such terms as Buyer may deem appropriate, and Supplier shall be liable for excess re-procurement costs. Should it be determined by a court of competent jurisdiction after appeals are exhausted that Buyer wrongfully terminated this Contract for default, such termination shall be automatically converted to a termination for convenience as set forth below.

For Convenience
Buyer shall have the right to cancel this Contract, in whole or in part, without cause, upon notice in writing to Supplier. Buyer shall have no liability for cancellation of this Contract provided that Buyer gives written or electronic notice to Supplier: (i) at least two (2) business days prior to the scheduled shipment date of Standard Goods; or (ii) at least sixty (60) days prior to the scheduled shipment date of Custom Goods. For the purpose of this Section 12, “Custom Goods” shall include only those Goods which Supplier specifically designates as such in its quote to Buyer, and “Standard Goods” shall include all other Goods. Upon receipt of Buyer’s notice of termination, Supplier shall immediately cease work, terminate any subcontracts, and deliver to Buyer all completed and partially completed Goods, raw material, and work-in-process, or otherwise dispose of such Goods, raw material, and work in process in accordance with Buyer’s instructions. In the event Buyer fails to give notice within the time period provided above, Buyer’s liability to Supplier shall be limited to: (i) the price provided on the face of the Purchase Order for all Goods which have been completed prior to termination and which are accepted by Buyer, if produced in no greater amounts than to satisfy the delivery schedule for such Goods; plus (ii) to the extent commercially reasonable and accepted by Buyer, the actual expenditures on the uncompleted portion of this Contract including cancellation charges paid by Supplier on account of commitments made under this Contract; provided that Supplier has immediately upon notice of termination taken all reasonable steps to mitigate the costs resulting from termination. Notwithstanding the foregoing, Buyer’s liability shall not exceed the total price stated on the face of the Purchase Order for finished Goods delivered under this Contract. Supplier shall submit to Buyer, within ten (10) days of notification of the cancellation, any and all costs resulting from Buyer’s cancellation. Supplier shall not recover any cost submitted beyond that date.

Confidential Information

“Confidential Information” shall mean information (in any form or media) provided by a Party (“Discloser”) to another Party (“Recipient”) that is marked “confidential” or “proprietary” or with a similar marking, or if disclosed orally or otherwise in non-documented form, is identified as confidential at the time of initial disclosure, and is designated as confidential in a writing provided to Recipient within thirty (30) days of disclosure. Confidential Information does not include information that: (i) was known to Recipient prior to receipt from Discloser; (ii) is or becomes part of the public domain through no breach of this Contract; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without reference to Confidential Information. All information concerning Buyer’s purchases, prices paid and/or price agreements are deemed Confidential Information, whether or not marked or summarized after oral disclosure. Recipient shall protect the Confidential Information by using the same degree of care as Recipient uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care. Supplier shall not disclose any Confidential Information to any third party without Buyer’s prior written authorization. These duties shall survive the expiration or termination of this Contract for three (3) years.

Compliance With Laws

Supplier and all persons controlled by Supplier shall at all times comply at their own expense with all applicable Laws. “Law(s)” shall refer to laws, ordinances, regulations and codes, including the identification and procurement of required permits, certificates, licenses, insurance, approvals and inspections. Upon request, Supplier shall provide Buyer with reasonable documentation demonstrating such compliance, and Supplier further agrees to indemnify, defend, and hold harmless Buyer from and against any loss or expense arising from Supplier’s noncompliance with any applicable Law.

Anti-Corruption / Anti-Bribery
In addition, the parties shall: (i) comply with all applicable country Laws relating to anti-corruption or anti-bribery, including but not limited to legislation implementing the Organization for Economic Co-operation and Development “Convention on Combating Bribery of Foreign Public Officials in International Business Transactions” or other anti-corruption/anti-bribery convention, the Foreign Corrupt Practices Act as amended (FCPA) (15 US.C. §§78dd-1, et. seq.), whether either party is within the jurisdiction of the United States; and (ii) neither directly nor indirectly, pay, offer, give, or promise to give, anything of value received from a party to a non-U.S. public official or any person in violation of the FCPA and/or any applicable country Laws relating to anti-corruption or anti-bribery.

Import / Export Compliance
In performing the obligations under this Contract, each party shall at all times comply with all export/import (including re-export) laws, sanctions, regulations, orders, and authorizations, (including without limitation the Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) that are applicable to the export or import of goods, software, technology, or technical data or services (collectively, “Export/Import Laws”). The party conducting the export or import shall obtain all export or import authorizations which are required under the Export/Import Laws for such party to execute its obligations under this Contract. Each party shall reasonably cooperate and exercise reasonable efforts at its own expense to support the other party in obtaining any necessary licenses or authorizations required to perform its obligations under this Contract. Reasonable cooperation shall include providing reasonably necessary documentation, including import, end user and re-transfer certificates.

Equal Opportunity / Affirmative Action
Exec. Orders 11246 and 13201 and 29 C.F.R. Part 470 and 41 C.F.R. Parts 60-1.4, 60-1.8, 60-250.5, 60-300.5, 60-300.10 and 60-741.5 are incorporated, if applicable.

Product Content Regulation (PCR)
Supplier represents, warrants, certifies, and covenants that it will comply with applicable PCR and none of the Goods supplied under this Contract contain minerals or chemicals in violation of PCR in any jurisdiction to which the Goods are to be shipped. Supplier shall: (i) if and as requested by Buyer, include with shipments of Goods the material composition data related to all homogenous material contained within such Goods; and (ii) assist Buyer, as necessary in Buyer’s reasonable opinion, in Buyer’s attempts to comply with its obligations, if any, under applicable Laws. “Product Content Regulation” or “PCR” includes the following laws and/or regulations on content, packaging, or labeling of Products, Components or substances, and/or similar issues: “RoHS” (EU Directives 2011/65/EU on Restriction of Hazardous Substances Directive and 2015/863 amending Annex II to Directive 2011/65/EU); “WEEE” (EU Directive 2002/96/EC on Waste Electrical and Electronic Equipment); “REACH” (EC Regulation No 1907/2006 on Registration, Evaluation and Authorization of Chemicals); and EU Member State’s implementations of the foregoing, all as updated; the People’s Republic of China (PRC) Management Methods for the Restriction of the Use of Hazardous Substances in Electrical and Electronic Products; and/or any other mutually agreed PCR; together with implementing regulations and/or administrative rules, all as updated.

Conflict Minerals
If Supplier is providing Goods to Buyer under this Contract, Supplier shall use commercially reasonable efforts using internationally accepted processes and forms to: (i) identify whether such Goods contain the minerals tin, tantalum, gold or tungsten; (ii) determine whether any such minerals originated in “covered countries”, as defined in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”); and (iii) perform appropriate due diligence on its supply chain in support of Buyer’s obligations under the Act. In addition, Supplier shall, as soon as reasonably practicable following the completion of the calendar year, provide a completed Conflict Minerals Reporting Template, using the Conflict Minerals Reporting Template found here. If requested, Supplier will promptly provide information or representations that Buyer reasonably believes are required to meet Buyer’s conflict minerals compliance obligations under the Act.

U.S. Government Contract Provisions
All regulations set forth in Federal Acquisition Regulations (“FAR”) Part 12 and Part 15 and Defense Federal Acquisition Regulation Supplement (“DFARS”), are herein incorporated by reference, when Goods are being procured from Supplier in support of a U.S. Government contract or end-customer, as applicable and or as indicated in the Order. By accepting this Contract, Supplier agrees to: (1) comply with all applicable FAR and DFARS provisions, and (2) flow down applicable FAR and DFARS provisions to any subcontractor or sub-tier supplier being utilized by Supplier. The effective dates on these clauses are the dates in effect in the U.S. Government Prime Contract as of the date of the Order issued to Supplier, or as otherwise identified in the Order. The term “Contractor” shall mean Supplier, “Contract” shall mean Order, and “subcontractor” shall mean the Supplier’s sub-tier suppliers or subcontractors, unless otherwise specified.

Duty Drawback
If this Contract is subject to duty drawback, then at Buyer’s request Supplier shall provide all information necessary to support U.S. Customs requirements for duty drawback.

Force Majeure

Neither party shall be held responsible for delay or failure of performance to the extent such delay or failure is unavoidable and unforeseeable and is caused by fire, flood, strike, civil, governmental or military authority, wars, acts or threats of terrorism, sabotage, pandemics and epidemics, act of God, or other similar causes beyond its reasonable control and without the fault or negligence of the delayed or nonperforming party or its subcontractors; provided, however, that the non-performing party: (i) gives the other party prompt notice of the reason for delay or failure of performance; and (ii) takes reasonable steps to mitigate the duration and effect of the delay or failure of performance. In the event of delay or failure of performance for a period of at least fifteen (15) days, the other party may cancel this Contract without liability. Supplier’s liability for loss of or damage to Buyer’s material in Supplier’s possession or control shall not be relieved or modified by this clause.

Assignment

None of the work to be performed under this Contract shall be assigned nor shall Supplier subcontract for completed or substantially completed Goods without Buyer’s prior written consent. Any Buyer-approved subcontract work shall be subject to the terms and conditions of this Contract, and Supplier in all events shall be responsible for the subcontracted work as if performed by Supplier.

Waiver / Remedies

Failure of Buyer to insist upon performance of any terms of this Contract or to exercise any right hereunder shall not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such right. All Buyer’s remedies shall be cumulative whether in contract or equity.

Buyer’s Property

Except as otherwise specified by Buyer in writing, all tools, dies, gauges, fixtures, and other items required for the performance of this Contract shall be supplied and maintained by Supplier. Any such items paid for by Buyer or furnished to Supplier (without cost to Supplier) shall be: (i) the property of Buyer, subject to removal by Buyer at any time and without cost; (ii) used only in fulfilling Purchase Orders placed by Buyer; (iii) kept separate from all of Supplier’s other materials or tools; (iv) clearly identified as the property of Buyer; and (v) maintained and/or calibrated by Supplier to ensure continued operability. Supplier assumes all liability for loss of or damage to Buyer’s property, save normal wear and tear. Supplier shall: (i) maintain full insurance coverage against loss of or damage to Buyer’s property; (ii) supply Buyer with a detailed statement of such property upon Buyer’s request; and (iii) not remove, dispose of, or pledge as security any of Buyer’s property without Buyer’s prior written consent.

Dispute Resolution

The parties shall first seek to settle through good faith negotiations any dispute, controversy, or claim arising out of or relating to this Contract, or the breach, termination or invalidity thereof (“Dispute”). If the Parties fail to resolve the Dispute within thirty (30) days from the time a party first requested for negotiations to settle the dispute, the parties hereby submit to exclusive jurisdiction in the federal or state courts located in Harris County, Texas, and agree that venue is proper and convenient in such forum.

Governing Law

This Contract and all claims or causes of action arising hereunder shall be governed by and construed in accordance with the laws of the State of Texas, excluding its conflicts of laws provisions. The United Nations Convention on Contracts for the International Sale Goods shall not apply.

Independent Contractor

It is the express intention of the parties that Supplier (including any employees or agents of Supplier) is an independent contractor and not an employee of Buyer for any purpose whatsoever. None of the provisions of this Contract shall be interpreted or construed as creating or establishing a relationship of employment, agency, commission or franchisee between Supplier and Buyer or between Buyer and any employee, subcontractor, or agent of Supplier.