Purchase Order Terms and Conditions

The PO is Pelco's offer to Vendor to purchase the ordered goods ("Goods") and/or the ordered services ("Services"). It is not Pelco's acceptance of Vendor's offer to sell or of any terms or conditions contained in such offer.

This PO, subject to these T&Cs, are accepted by Vendor when Vendor does any of the following: (a) starts performance of this PO; or (b) delivers the Goods.

Unless Pelco otherwise expressly agrees in writing, Pelco hereby rejects and objects to any additional or different terms proposed by Vendor, except for any warranties given by Vendor with respect to Goods or Services in addition to those provided in Section 10 (Warranties and Pelco's Remedies) below. Any reference in the PO to any Vendor proposal or other Vendor specifications is solely for the purpose of incorporating the descriptions and specifications of the Goods and/or Services contained in the proposal, and only to the extent that the terms of the Vendor proposal do not conflict with the descriptions and specifications set out in the PO.

Any rights of Pelco under this Agreement to purchase Goods or Services may be exercised by any Pelco Affiliate. An "Affiliate" shall be any entity that controls, is controlled by, or is under common control with Pelco.

Fees for Goods and Services are listed in the PO. Unless otherwise stated in the PO, prices are inclusive of all applicable taxes and fees.

Pelco may withhold and remit applicable taxes due in respect of Goods or Services, and Vendor is responsible for remitting all other taxes and fees related to (a) the performance of its obligations; and (b) its receipt of payments.

Unless otherwise specified in the PO, subject to Clauses 4 and 5, as applicable, (a) all Fees are due and payable in U.S. Dollars; (b) Vendor may invoice Pelco for the Fees upon completed delivery of Goods and/or performance of the Services; (c) Vendor will invoice in accordance with the requirements detailed in Exhibit A; and (d) upon acceptance of Vendor's invoice, Pelco will pay Vendor based on the Payment Terms listed on the PO.

Pelco may offset or deduct any amount owed to Pelco by Vendor from any Fees due to Vendor by Pelco, whether under this PO or otherwise.

Pelco may withhold payment of any invoiced amounts that are disputed in good faith until the parties reach an agreement with respect to such disputed amounts. Withholding of disputed amounts shall not be deemed a breach of this Agreement. Notwithstanding the foregoing, Pelco agrees to pay the balance of any undisputed amounts on any invoice that is the subject of any dispute within the time periods specified herein.

Goods shall be delivered to, and Services shall be performed at the "Ship To" address on the PO ("Delivery Site") by the delivery date. Title passes to Pelco upon delivery and unloading of Goods to the Delivery Site. Vendor bears all risk of loss or damage to Goods until timely delivery and unloading of Goods to the Delivery Site.

If Vendor uses a third party for delivery of Goods, it shall provide Pelco all shipping documents (each of which will include Pelco's complete PO number), including the commercial invoice, packing list, air waybill/bill of lading and any other documents necessary to release Goods to Pelco within one (1) business day after Vendor delivers Goods to the transportation carrier.

No charges will be allowed for freight, transportation, insurance, shipping, storage, handling, demurrage, cartage, or packaging unless provided for in the applicable PO or otherwise agreed to in writing by Pelco.

Vendor shall follow Pelco's instructions and cooperate with Pelco's customs broker (including by providing shipping documentation) with respect to all Goods shipped internationally.

Pelco may inspect and accept or reject all or any portion of Goods if they determine Goods are nonconforming or defective. If Vendor installs Goods at the Delivery Site, they will test Goods prior to Pelco's inspection thereof.

Upon deciding that Goods are nonconforming or defective ("Defective Goods"), Pelco has the right, upon written notice to Vendor, to:

This clause shall not affect Vendor's obligations, and Pelco may conduct further inspections after Vendor has carried out its remedial actions. Pelco's count shall govern except in case of proven error. Neither receipt of delivery nor payment by Pelco shall constitute acceptance. Title to rejected Goods that are returned to Vendor shall transfer to Vendor upon such delivery.

Pelco may, by written notice to Vendor, make any changes it deems necessary, including, but not limited to, changes in specifications, design, delivery, testing methods, packing, or destination (a "Change Order").

If any such required changes cause a change in cost or time of performance, an equitable adjustment will be made. Vendor's claim for adjustment shall be waived unless asserted in writing within 10 days from Vendor's receipt of Change Order.

Price increases, extensions of time for delivery and change in quantity shall not be binding on Pelco unless a Change Order is issued and signed by Pelco.

Pelco has the right to cancel the Agreement without any obligation to pay Vendor (a) at any time prior to Vendor's shipment of Goods (unless Goods are custom-made/ordered for Pelco) or substantial performance of Services; (b) if Goods or Services are not delivered by the delivery date indicated on the PO or, if no date is specified, within a reasonable time; (c) if Vendor fails to provide Goods or Services that conform to warranties in Clause 10; (d) if Pelco reasonably believes that Vendor may not be able to perform its obligations, and Vendor does not provide adequate assurance of its ability to perform within five (5) business days after Pelco's request; (e) for any other good and sufficient reason.

Time is of the essence in the delivery of Goods and Services.

"Confidential Information" whether written, oral, or observed is defined as: (a) this Agreement; (b) information relating to a party's business, strategy, projects, finances, contracts, events, partners, vendors, or events; and (c) any other information a party labels or indicates, or provides under circumstances reasonably indicating that it should be treated as confidential or proprietary.

Recipient will use Confidential Information only to perform its obligations under this Agreement and will not disclose Confidential Information to a third party without discloser's prior written consent, except to the extent required by law, regulation, or court order, in which case recipient shall promptly inform discloser of the same.

The provisions of this clause will not apply to information or material that (a) is generally available as part of the public domain prior to disclosure hereunder, or becomes so available through no fault of recipient; (b) was rightfully in recipient's possession at the time of disclosure, without restriction as to use or disclosure; or (c) recipient rightfully receives from a third party without restriction as to use or disclosure.

Vendor hereby certifies to Pelco that all Goods and Services are in full compliance with all applicable federal, state, and local laws, rules, regulations and ordinances, including without limitation those related to anti-bribery and anti-corruption; non-discrimination, anti-harassment and equal employment opportunity; health and safety, fair labor standards, and trade restrictions.

Vendor will act and represent itself as an independent contractor, not as an employee, partner, or agent of Pelco. Vendor has no authority to bind Pelco by contract or otherwise. Vendor acknowledges Pelco will not carry any liability insurance on behalf of Vendor.

During the term of this Agreement, Vendor, except those who are individuals and not companies, will, at its sole expense, obtain and maintain in full force and effect insurance sufficient to cover the liabilities taken on by it under this Agreement.

Vendor represents and warrants that:

Vendor shall deliver all warranty documentation with Goods purchased and shall, upon Pelco's request, provide all reasonable assistance to Pelco to enforce such warranty. If any additional warranty is provided by Vendor with respect to Goods or Services, such warranty shall be incorporated and supplement (but not reduce) the warranties under this clause. These warranties are cumulative.

Excluding warranties under subsection (e) (effective perpetually) and subsection (f) (effective for so long as manufacturer provides), if, within 90 days of delivery or completion, Goods or Services are found to not conform to the warranties herein, or Goods do not function as promised, Vendor shall promptly either repair, correct, re-perform, or replace such nonconforming Goods or Services.

If any Goods provided by Vendor to Pelco are subject to a claim or allegation of infringement of a third party's intellectual property rights, Vendor shall, at its own option and expense, promptly provide Pelco with a commercially reasonable alternative, including the procurement for Pelco of the right to continue using the Goods and/or Services in question, the replacement of such Goods with a non-infringing alternative satisfactory to Pelco, and/or the modification of such Goods and/or Services (without affecting functionality) to render them non-infringing.

The remedies listed herein shall not limit Pelco from pursuing any other remedies available to it under law or equity. Any applicable statute of limitations runs from the date of Pelco's discovery of Goods' or Services' noncompliance with the foregoing warranties. This Clause 10 will survive any delivery, inspection, acceptance, or payment of or for Goods and/or Services by Pelco.

Vendor will defend, indemnify and hold Pelco and its officers, directors, employees, agents, affiliates, successors and permitted assigns harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from any claim or action brought by a third party based on (i) Vendor's fraud, fraudulent misrepresentation, negligence or willful misconduct; (ii) Vendor's breach of any covenant, agreement, representation, or warranty contained in this Agreement; or (iii) a claim that any Services performed under this Agreement, or the results of such Services or Pelco's use thereof, infringe, misappropriate or violate such third party's intellectual property rights. This indemnity excludes claims or actions arising solely out of the gross negligence or willful misconduct of Pelco.

EXCEPT TO THE EXTENT ARISING FROM THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PELCO, IN NO EVENT SHALL PELCO BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION LOST REVENUES OR LOST PROFITS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT (INCLUDING, WITHOUT LIMITATION, BREACH OF THIS AGREEMENT OR ANY CANCELLATION OF THE PO), TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF PELCO HAS BEEN WARNED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT SHALL PELCO'S MAXIMUM LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY PELCO UNDER THIS AGREEMENT.

Term. This Agreement will commence on the Effective Date and continue until it is terminated in accordance with its terms.

Termination for Convenience. Pelco may terminate the agreement with a ten (10) day written notice.

Termination for Breach. Either party may terminate this Agreement if the other party commits a material breach of its obligations under this Agreement and fails to remedy such breach within 30 days after receiving written notice from the non-breaching party.

Effect of Termination. Upon termination, the Vendor will deliver all work product and confidential information to Pelco and cease use of any Pelco-provided materials. Pelco will pay for all services already delivered prior to termination, including any undisputed amounts due to the Vendor under the payment terms described in this Agreement.

Vendor will not use Pelco's name, marks, or logos or refer to this Agreement for any promotional purpose; or in any publicly available materials, including any news release or public announcement without Pelco's prior written consent.

This Agreement will be governed by and construed in accordance with the laws of the State of Oklahoma (and, to the extent controlling, the federal laws of the United States). The laws of such jurisdictions shall govern without reference to the conflicts-of-laws rules thereof. The UN Convention on Contracts for the International Sale of Goods shall not apply to (and is excluded from the laws governing) this Agreement.

Notice under this Agreement must be in writing and deemed delivered 1 business day after transmission by email. For Pelco, all such notices shall be emailed to purchasing@pelcosolutions.com and to the Requesting Employee's email as identified in the PO.

Clauses 7, 11-18 as well as any other provision that, in order to give proper effect to its intent should survive such expiration or termination, shall survive the expiration or termination of this Agreement.

This Agreement is the complete and exclusive understanding between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, unless parties have executed a separate agreement governing the Goods and Services which covers the subject matter hereof, in which case the separate agreement(s) will control.

This Agreement may be amended only by a subsequent written instrument signed by authorized representatives of Pelco.

Vendor may not assign this Agreement without Pelco's prior written consent.

If any provision of this Agreement is determined to be unenforceable or invalid, in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof. All other provisions shall continue in full force and effect. No waiver of any provision of this Agreement shall be enforceable against that party unless it is in writing and signed by that party.

These T&Cs may be periodically updated so it is the responsibility of the Vendor to review the T&Cs that are supplied with each new PO.

Subject to the foregoing, this Agreement will bind and benefit the successors and assigns of the Parties.