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Vendor Terms and Conditions

innovationACCEPTANCE. These Vendor Terms and Conditions, together with the accompanying Optimax Systems, Inc. (Optimax) purchase order, constitute the terms and conditions for the Contract between Optimax and Seller. Additional or differing terms or conditions proposed by Seller, whether in a quote, acceptance or delivery document, shall have no effect unless accepted in writing by Optimax. Performance by Seller under Optimax’s purchase order constitutes acceptance. No other agreement or acknowledgements of the Seller which in any way modifies this order will be binding upon Optimax. All changes proposed by the Seller must be acknowledged by Optimax in writing.

INTERPRETATION. This writing is intended by the parties as a final, complete, and exclusive statement of the terms of their agreement. No oral representations or agreements, course of prior dealing between the parties, or usage of trade shall be relevant to contradict the terms of this Agreement.

CONFIDENTIAL RELATIONSHIP. The Seller agrees to treat as strictly confidential all specifications, drawings and other information identified by Optimax as confidential.

OPTIMAX’S PROPERTY. Whenever the Seller shall have in its possession any property of Optimax, Vendor will use best efforts to handle Optimax’s property with the same degree of care as Vendor handles its own property. Vendor will indemnify and reimburse Optimax for damage or loss of Optimax’s property if the damage or loss is caused by Vendor’s negligent acts or omissions.

TECHNICAL SUPPORT. Seller’s engineering and technical personnel may from time to time render assistance or give technical advice or discuss or affect an exchange of information with Optimax personnel concerning the work hereunder. Such actions and conversations shall not be deemed to be a formal “change” until written confirmation is provided to the vendor by the Optimax Purchasing Department.

SHIPMENT. Shipment shall be made in accordance with specific instructions from Optimax on the face of the purchase order. In the absence of specific instructions, shipment shall be routed via the most economical mode of commercially reasonable transportation available.

ON-TIME DELIVERY. Time is of the essence on all purchased products and/or services. Any delay in the fulfillment of orders placed must be conveyed to Optimax prior to scheduled due date. Seller will not, however, be liable for damages or delays in delivery due to causes beyond its control.

NON-CONFORMANCE. Optimax may cancel this order in whole or in part if the product and/or services furnished do not conform to specifications, or if the Seller fails to make delivery when specified.

INSPECTION AND ACCEPTANCE. All material and services under this order will be subject to inspection and acceptance after delivery. Payment by Optimax shall not constitute acceptance. Defective goods or goods not in accordance with Optimax’s specifications will be held at the Seller’s risk and if the Seller directs, will be returned at the Seller’s expense.

CLAIMS AND RETURNS. In the event that Optimax claims that products and/or services do not conform to specifications and Seller accepts such a claim, Seller will either repair or replace such non-conforming products and/or services or shall credit Optimax account for the value of same. In any case, any such claim shall be made within 30 days of delivery.

PAYMENT TERMS. Optimax payment terms are Net 30 (unless otherwise agreed to and designated on the purchase order) beginning the date of receipt of invoice to our accounting department or receipt of product ordered.

GENERAL INDEMNITY. The Seller shall indemnify and hold Optimax harmless from any and all losses, legal fees, court costs, and reasonable expenses in the defense of any action for property damage or personal injury alleged by any customer or end user of the Products sold by Seller pursuant to this Contract, arising out of the actions, omissions, negligent acts or willful misconduct of Seller. Seller shall have no liability for consequential or incidental damages arising out of or in connection with this Contract or the sale of the Products to Optimax.

SEVERABILITY. If any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

COMPLIANCE WITH LAWS: The Parties warrant that in the performance of this purchase order and the receipt of products or services arising out of such purchase order they will comply with all applicable Federal, state and local laws, regulations, orders and other directives issued pursuant thereto, including Section 1502 of the Dodd-Frank Wall Street Reform Act (conflict minerals from DRC Countries),  International Traffic in Arms (ITAR) and Export Administration Regulations (EAR). Seller shall certify on all invoices that the goods were produced in compliance with all applicable requirements of the Fair Labor Standards Act of 1938 (29 U.S.C. 201-219), Sections 6, 7, and 12, as amended; the Walsh-Healey Public Contracts Acts (41 U.S.C. 35-45); laws prohibiting the use of convict labor, and of regulations and orders of the United States Department of Labor issued under Section 17 thereof, as amended from time to time, all other federal, state and local laws, all regulations and orders issued under any applicable law. Seller warrants that the product and/or service to be furnished hereunder complies with the Occupational Safety and Health Act of 1970 (29 U.S.C. 651-678) and the Radiation Control for Health and Safety Act of 1968 (42 U.S.C. 263 b-n) and all applicable regulations and standards promulgated there under.

EQUAL OPPORTUNITY. The provisions set forth in Executive Order 11246 dated September 24,1965 (as amended) are incorporated herein by reference except to the extent this order may be exempt from the provisions of said Executive Order by the rules and regulations issued hereunder as said Executive Order, and rules and regulations may be amended from time to time. The Parties agree to comply with all applicable contract clauses required by federal, state or local law, rule, or regulation which shall be part of this contract/purchase order, including but not limited to the following which are incorporated by reference herein: Equal Opportunity Clause; Affirmative Action Clause of Disabled Veterans and Veterans of the Vietnam Era; Affirmative Action Clause for Handicapped Workers; and the Certification of Non-segregated Facilities Clause. The Parties also agree and certify, if applicable, that they have developed a written affirmative action compliance program and annually file Standard Form 100 (EEO-1). In addition, the Parties agree to comply with all applicable federal laws and regulations regarding the utilization of small business concerns and/or small disadvantaged business concerns, including, if applicable, any subcontracting plans thereunder. Whenever the word “Contractor” appears in said provisions, it shall mean each of the Parties.

WARRANTIES. For a period of one (1) year after receipt and acceptance of goods by Optimax from Seller, Seller warrants to Optimax that the Products will conform to the specifications, drawings, samples, or other description furnished or specified by Optimax or agreed to in writing by the Parties, and will be free from defects in material and workmanship. Seller further warrants that any services it provides hereunder will be performed in a workmanlike manner. The warranties stated in this Clause are the only representations and warranties Seller has given and Seller has not made and hereby expressly disclaims any other or further representation or warranty, either express or implied, concerning the Products

INDEPENDENT CONTRACTOR. Seller is, and shall remain, an independent contractor during the performance of this contract.

GOVERNMENT CONTRACT. For Contracts placed in support of and charged to a Government Contract: (i) the appendices to the Contract will include a list or lists of applicable Government procurement clauses or other mandatory flow-down clauses that may apply (FARS & DFARS) and (ii) such appended clauses are incorporated by reference as if set forth at length herein.

ASSIGNMENTS AND SUBCONTRACTING. Neither this Contract nor any interest herein nor claim hereunder may be transferred, notated, assigned or delegated by Seller without the prior written consent of Optimax.

TERMINATION AND CANCELLATION. Optimax shall have the right to terminate this purchase order in whole or in part at any time upon notice to Seller. In the event of such a termination, Optimax’s sole and only liability to Seller shall be Seller’s reasonable cost of performance incurred prior to termination in connection with completed and partially completed goods, work in progress and raw-materials, therefore in Sellers possession at the time of termination. In no event, however, shall Optimax’s liability exceed the price specified herein for such goods.

Revised July 2013