BASIC TERMS AND CONDITIONS OF

STEVE SILVER COMPANY (“SSC”) LOCATED IN THE UNITED STATES

1)            a)             All Products must meet SSC’s quality standards as detailed in its quality manuals which are updated periodically.  Quality manual(s) can be accessed at http://www.ssilver.com/qcc/

b)            SSC United States and not Quality Control Advisors out of the Country have the final say as to whether the Product meets SSC’s quality standards.  Always verify specifications with your SSC contact in the United States.

c)             SSC will chargeback or return any Product at its sole discretion that does not meet SSC’s quality standards as specified in SSC’s vendor returns/chargeback procedure.  Vendor returns/chargeback(s) can be accessed at http://www.ssilver.com/qcc/downloads/ManufacturingBook4.3.pdf

2)            Terms of delivery are FOB port specified on the front of the purchase order.

3)            Remainder of terms and conditions associated with SSC’s purchase order(s) are located at http://www.SteveSilverCompany/legal/purchasing-and-pricingpurchaseorders.  Said terms and conditions are specifically incorporated in all SSC’s purchase orders as if set out at length and in full.

4)            a)             Flame Retardants and Hazardous Material(s):  SSC must be assured of compliance that the Product provided to SSC is in compliance with California Proposition 65 as well as other applicable law (“compliance”).

                b)            Flame Retardants:  Product shall not be treated with TDCPP, TCEP, and TDBPP.

c)             Hazardous Material(s):  Product shall contain less than 100 ppm of lead and less than 1000 ppm of DEHP, DBP, BBP0, DnHP, DIDP, and DINP in vinyl components.

5)            Shipment by you, shall be deemed an agreement to defend and indemnify SSC against any claim, damages, liabilities, and attorney’s fees related to any non-compliance of Product SSC purchases from you.

6.            PRICES

                6.1          Lowest Price.  Your prices must not be greater than prices set forth in the Purchase Order.

                6.2          Last Quoted Price.  If no price is specified in the purchase order, your price must be equal to or less than the last price you previously quoted or charged SSC.

                6.3          Instruction:  If an order from SSC contains instructions, then you must comply with said instructions as specified unless revised in writing and signed by all parties.

                6.4          Prices All Inclusive.  The total price in any order includes all charges and expenses related to the cost of goods, shipping, and delivery of goods or the performance of services.

                6.5          Invoices.  You will submit a separate invoice to SSC or as directed for each shipment.  Your invoice must include the purchase order number and may not cover more than one order.

7.            SHIPPING TERMS

                7.1          Shipping terms are set forth in the purchase order and should not vary without prior written consent.

                7.2          Transfer of Title.  Title of goods pass to SSC when delivery is complete according to the terms of any Purchase Order/Agreement/SOW/Bill of Lading.

                7.3          Cargo Insurance.  Cargo insurance will be purchased by SSC.

                7.4          Shipping Instructions.  Vendor must ship the quantities specified in any order.  Do not over-ship.  Ship your goods for arrival on the delivery date specified in any order.  Enclose a packing slip with each shipment and print the purchase order number on the packing slip and all invoices.  Advise SSC immediately if you are unable to ship so that your goods arrive on the specified delivery date.  In all shipments, you must comply with the Customs Clearance Documentation including any applicable country specific requirements identified in the Customs Clearance Documentation, and which is also available from SSC upon request, all of which is incorporated into the order.

                7.5          Overshipments and Early Shipments.  If you ship more goods than contained in any SSC order; or, if you deliver the goods earlier than the order specifies, SSC may purchase some or all of the goods or return some or all of the goods to you at your risk and expense.

                7.6          Tax or Duty Refunds.  SSC reserves the right to any tax or duty refunds. You will provide SSC with any documents necessary to prove importation and to claim duty drawbacks or similar relief.

8.            PACKAGING AND LABELING

                8.1          Packaging.  You must package all goods in accordance with a good commercial practice, and in a manner acceptable to common carriers for shipment at the lowest rate for the goods involved, and which adequately ensure safe arrival of the goods to their destination.  Refer to SSC’s Quality Manuals for further explanation.

                8.2          Labeling.  Your packaging must be labeled with the appropriate purchase order number, the date of shipment, and the names of any consignee and consignor.  You must include an itemized packaging sheet with each shipment.  You must mark each package with any required handling and shipping information.  You must include a label setting forth country of origin/manufacture and comply with all local, state, and country labeling requirements.

9.            CANCELLATION AND RESCHEDULING

                9.1          Cancellation for Default.  Time is of the essence under the order.  SSC may cancel this or any order in whole or in part if you do not deliver the goods or perform the services in full conformance with the warranties in Section 10 within the time specified in an order.   If SSC cancels an order for default, and it is later determined you were not in default, your rights will be construed as if the cancellation was for our convenience under Section 9.2.

                9.2          Cancellation for Convenience.  SSC may cancel an order, in whole or in part, at any time for our convenience.  If we cancel an order for our convenience; and, we give you less than 30 days’ notice of cancellation, we will reimburse your actual reasonable out-of-pocket costs that are not capable of being mitigated.  To be reimbursed, you must submit your request for reimbursement within 30 days after the notice of cancellation.

                9.3          Work in Progress.  Upon receipt of SSC‘s notice of cancellation, regardless of the reason of the cancellation, you must immediately stop all work in progress and use your best efforts to mitigate any costs associated with the cancellation.  SSC has the option to purchase your work in progress, including any raw materials you may have obtained to use in your work.  Our price to purchase your work in progress will be a prorated price based on the percentage of work remaining to be completed.  Our price to purchase any raw materials will be your actual cost.  You are not entitled to any other remedy for cancellation of any order except as provided in this section.

                9.4          Rescheduling. SSC may reschedule your delivery of goods or performance of services at any time without liability.  The new date for delivery or performance will not be more than 180 days beyond the originally scheduled date. 

10.          WARRANTIES

                10.1        Warranty Period, If Applicable.  All warranties under any order continue for 180 days after the date of delivery to SSC or its customers, unless a different warranty period is stated on the face of an order.

                10.2        Warranties Regarding Goods.  You make the following warranties to SSC regarding all goods you provide under an order.

                                a.             The goods are new and do not contain any used or refurbished parts.

                                b.             The goods function properly under normal use, are of good workmanship, free from defect, of merchantable quality, and are fit for SSC’s intended use.

                                c.             The goods fully comply with any specifications provided by SSC, including without limitation SSC’S product specification(s), and any samples or documentation provided to you.

                                d.             The goods are free from any encumbrances.

                                e.             The goods do not violate intellectual property rights of any third party.

                10.3        Warranties Regarding Services.  You make the following warranties to SSC regarding all services you provide under any order.

a.             You perform the services with reasonable skill and care in a professional manner and in full conformance with any specifications or statements of work provided by us.

b.             Your performance of the services does not violate any intellectual property rights of any third party or any duty of confidentiality you owe to any third party.

c.             Your performance does not violate any child or gender based laws of your country or the receiving country.

10.4        Other Warranty Terms.  The warranties listed above are in addition to any other warranties expressly made by you or imposed by law.  All warranties will survive inspection and payment by SSC and are assignable to our successors and assigns.

10.5        Warranty Remedies.  If any goods or services do not meet the warranties, SSC may, at its option, and without additional cost,

                a.             require you to repair or replace the goods until the goods met the warranties,

                b.             require you to re-perform any services until the services meet the warranties,

                c.             return any of the goods to you at your expense for a full refund,

                d.             correct the non-conformance and charge you for the cost to make the correction,

                e.             sell at your expense while crediting net proceeds.

10.6        Remedies Nonexclusive. The warranties listed above are in addition to any other remedies available to us in law or equity.  Our review and approval of your materials or designs will not relieve you of the warranties. 

11.          INTELLECTUAL PROPERTY RIGHTS

                11.1        Preexisting Intellectual Property.  SSC owns all intellectual property rights related to any specifications, information, or items SSC provides you. You may not use SSC’s intellectual property to benefit you.

                11.2        Developed Intellectual Property.  The goods or services ordered are specially ordered or commissioned by SSC and are works made for hire.  You grant SSC, without further consideration, all interest in any intellectual property developed by you during your performance of any services or delivery of any goods under any order.  You must immediately disclose to SSC any intellectual property developed by you arising out of your performance of the services.  You agree to take all necessary actions to affect your grant and assign your interest to SSC in any intellectual property developed by you including but not limited to executing all documents as may be required under applicable laws. 

                11.3        Intellectual Property Indemnification.  You will defend and indemnify SSC and its directors, officers, employees, and affiliates against any claim alleging that your goods or services infringe or violate a patent, copyright, trademark, trade dress, trade secret, or any other contractual right, proprietary right, or intellectual property right of any third party.

12.          CONFIDENTIALITY

                12.1        Confidential Information.  Any information regarding SSC’s product and intellectual property is confidential information.  The existence of an order and the information in an order is confidential information.  Any other information that SSC provides to you that is identified as “confidential”, or is identified with similar language, or which under the circumstances surrounding disclosure ought to be treated as confidential, and is in fact confidential information.

                12.2        Nondisclosure.  Except as required by law, you may not disclose SSC’s confidential information to any third party without our prior written consent.  You must segregate our confidential information from all other information.  You must destroy or return our confidential information to us upon our request. 

                12.3        Exclusion for Equitable Relief for Confidentiality.  SSC may seek equitable relief at any time to enforce the provisions of an order; and Additional Terms and Conditions set forth herein.

 

Additional Terms and Conditions of SSC

Concerning Sale of Product Including Delivery Services

 

PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY

 

THE TERMS AND CONDITIONS CONTAINED HEREIN IF DIFFERENT FROM ONES DELIVERED BY YOU TO SSC ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND SSC GIVES ITS NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.

 

BY ACCEPTING DELIVERY OF SSC PRODUCT OR WORK OR ENGAGING IN WORK ON SSC’s BEHALF, STATEMENT OF WORK OR OTHER SSC DOCUMENTATION TO PROVIDE PRODUCT OR PERFORM OR PROCURE ANY SERVICES FOR SSC, YOU AGREE TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITIONS UNLESS THE PARTIES HAVE SIGNED A SEPARATE AGREEMENT ALTERING THESE TERMS, IN WHICH CASE THE SEPARATE AGREEMENT WILL INCORPORATE THESE ADDITIONAL TERMS THAT ARE NOT INCONSISTENT.

 

ANY GENERAL DESCRIPTION OF THE TYPES OF PRODUCTS OR SERVICES AND THE RESULTS THEREOF YOU PROVIDE THAT ARE POSTED ON ANY NON-SSC WEBSITE OR MOBILE APPLICATION DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN SSC AND YOU.

 

Important Information About These Additional Terms and Conditions:

 

These Terms and Conditions are included in any Order/Statement of Work/Agreement between SSC and Trade Vendor/Service Provider (“You”) and are referred to herein as either “Terms and Conditions” or this “Agreement”.  You accept these Terms and Conditions by providing goods, wares, merchandise or services to SSC or its customers, or being engaged by SSC to perform or procure any services for or on behalf of SSC or its customers.  These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on SSC’s Site at the time you sign/accept a Purchase Order/Statement of Work (“SOW”)/Perform Services (“Order”) will govern the order in question, unless otherwise agreed in writing.

 

You consent to receiving electronic records, which may be provided via a Web browser or email application connected to the Internet.  You may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting SSC.  In addition, Internet connectivity requires access services from an Internet access/provider.  Contact your local access provider for details.  Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents.

 

You may issue a Purchase Order, Bill of Lading, and/or SOW for administrative purposes only.  Additional or different Terms and Conditions contained from those sponsored by SSC and in any such Purchase Order/SOW/Bill of Lading/Site will be null and void.  No course of prior dealings between the parties and no usage of the trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order/SOW/Bill of Lading or invoice, or any document in electronic or written form unless it is signed and delivered by each of the parties for the performance of said services.  This document along with SSC’s Terms and Conditions contained at its Site comprises the entire understanding of the parties with respect to the matters contained therein and supersedes, terminates, and replaces in its entirety any and all prior communications, agreements, and contemporaneous agreements, understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof. 

 

13.          TERMS OF AGREEMENT/DELIVERY

Any separate agreement or any other agreement governed by SSC’s Terms and Conditions between the parties

shall not exceed one year and shall not automatically renew.

 

SSC’s submission of additional Terms and Conditions is conditioned on your Agreement that any terms different

from or in addition to the terms submitted by SSC, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgement, release, acceptance or other written correspondence, irrespective of the time, shall not form a part of the Purchase Order/SOW/Bill of Lading even if you purport to condition its acceptance on SSC’s agreement to such different or additional terms.  Your electronic acceptance, acknowledgement of the Purchase Order/SOW/Bill of Lading/any other agreement of the parties or commencement of performance constitutes your acceptance of these and SSC’s posted Terms and Conditions.  Additionally, the Purchase Order/SOW/Bill of Lading does not constitute a firm offer within the meaning of Section 2205 of the California Commercial Code or any other Statute, Regulation or Rule of Law, and may be revoked at any time by SSC prior to acceptance. 

 

14.          DEFINITIONS

 

“Deliverables” means the deliverables specified in the Purchase Order/SOW/Bill of Lading to be delivered/performed on or before the Delivery/Completion Date.

 

“Delivery Date” means the date or dates specified in the Purchase Order/SOW/Bill of Lading by which you are required to deliver/perform the Work.

 

“Products” means tangible goods specified in the Purchase Order/SOW/Bill of Lading to be delivered/PERFORMED on or before the Delivery/Performance Date.

 

“Services” means the services that you are to perform for SSC specified in the Purchase Order/SOW/Bill of Lading.

 

“Statement of Work” or “SOW” means the document specifying, without limitation, the scope, objective, and time frame of the Work/Services that you will perform for SSC.

 

“Subcontractor” means a third party performing Work under an agreement (a “subcontract”) with you.

 

“Your Personnel” means your employees, consultants, agents, independent contractors and subcontractors.

 

“Work” means the Deliverables.  Goods, products, wares, merchandise and services specified in the Purchase Order/SOW/Bill of Lading.

 

15.          Delivery

 

Time is of the essence in your performance of your obligations under any Purchase Order/SOW/Bill of Lading.  You will immediately notify SSC if your timely performance is delayed or is likely to be delayed.  SSC’s acceptance of your notice does not constitute SSC’s waiver of any of your obligations.

 

If you deliver/perform Work/provide Services/Goods, Wares and Merchandise after the Performance Date, SSC may reject such Work/Services/Goods, Wares and Merchandise.

 

SSC will hold any Work/Services/Product rejected under a Purchase Order/SOW/Bill of Lading at your risk and expense.  You will bear all charges SSC incurs on your behalf.

 

You will preserve and handle the Deliverables and Products so as to protect the Deliverables and Products from loss or damage and in accordance with best and reasonable commercial practices in the absence of any specifications SSC may provide.  Without limiting the foregoing, you shall observe the requirements of any local laws and regulations relating to hazardous work, including, without limitation, packing, labeling, reporting, carriage and disposal.

 

You will provide SSC with each delivery of Products sufficient information identifying the Purchase/SOW/Bill of Lading number, a description of the work provided and the date of shipment. Unless SSC expressly instructs otherwise, you will deliver/perform all Work, at SSC’s discretion, at the address set forth in the Purchase Order/SOW/Bill of Lading.  SSC assumes responsibility for all shipping and delivery charges, including, without limitation, customs, duties, costs, taxes and insurance.

 

16.          PRICE AND PAYMENT

 

Unless otherwise specified in the Purchase Order/SOW/Bill of Lading, the price for the Product/Work/Services includes all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imposts and government-imposed surcharges.  You will, at SSC’s request, break-out from the price all such taxes and other charges, in said invoices.  You shall use your best efforts to assist SSC in all legal efforts to minimize the taxes resulting from the performance of the relevant Purchase Order/SOW/Bill of Lading.

 

SSC will pay the price in accordance with the payment terms set forth in the Purchase Order/SOW/Bill of Lading following the later of: (i) the Delivery Date; (ii) the date of SSC’s acceptance of all of the Work; or (iii) SSC’s receipt of a properly prepared invoice.  A properly prepared invoice must include the Work to the requirement.  Payment will be in the currency of the country in which the SSC or affiliate identified in the Purchase Order/SOW/Bill of Lading is located, and if the price set forth in the Order/SOW/Bill of Lading is not in the local currency, then SSC will determine the local currency equivalent of the price as of date of payment. 

 

17.          RIGHT OF OFFSET

 

SSC may, at any time, offset any amounts you owe SSC against any amount SSC owes you or any of your affiliated companies.

 

18.          INSPECTION AND ACCEPTANCE

 

SSC may reject any or all of the Work/Services, Goods, Wares and Merchandise that does not conform to applicable requirements within 30 business days of your delivery/performance of the Work/Services/Product.  At SSC’s option, SSC may (i) see a refund or credit; (ii) require you to replace the non-conforming Work; (iii) substitute conforming Work/Services/Product so that it meets the requirements; or (iv) offset against sums SSW owes you.   As an alternative, SSC may accept the non-conforming work on the condition you provide a refund or credit in an amount SSC reasonably determines to represent the diminished value of the non-conforming Work/Services/Product.  SSC’s payment to you for Work/Services/Product prior to SSC’s timely rejection of such Work/Services/Product as non-conforming will not be deemed as acceptance by SSC and SSC always retains the Right of Offset.

 

19.          CHANGES

 

As used in this Section “Change” means a change SSC directs  at its convenience or causes within the general scope of its general delivery terms, applicable SOW, Bill of Lading, Specifications, these or other posted Terms and Conditions; and SSC, by written order (“Change Order”) may make Changes to its General Terms.

 

If you assert SSC directed or caused a Change to the cost of or time for performance for which SSC has not issued a Change Order, you will promptly notify SSC in writing of the Change, providing (i) a description of the action or inaction asserted to have caused the Change; (ii) an estimate of the equitable adjustment that would be required for you to perform the Changed Work; and (iii) a date no less than 30 days from the date of notice by which SSC must respond to your notice so that you may proceed with the Work unchanged.  SSC will evaluate your Notice of Change in good faith, and if SSC agrees that it has made a constructive change, SSC will issue a Change Order.

 

You shall, as promptly as practicable, after giving the notice of the Change, or within 10 days of receiving a Change Order, submit a request for equitable adjustment specifying the adjustment in the price or time for performance resulting from the Change.

 

The Parties shall negotiate an amendment to incorporate a Change Order providing for an equitable adjustment to the price, time for performance, or both.

 

You will proceed with the Changed Work as directed, notwithstanding that the parties have not negotiated an amendment to any Agreement, applicable to the parties or the applicable Product/SOW/Bill of Lading, Goods, Wares and Merchandise to incorporate the equitable adjustment.

 

20.  TERM AND TERMINATION

 

The Purchase Order/SOW/Bill of Lading/Agreement will remain in effect with respect to any Purchase Order/SOW/ Bill of Lading already issued prior to expiration of its term until such Purchase Order/SOW/Bill of Lading/Agreement is either terminated or the Work/Services/Product is completed and accepted.

 

SSC may terminate a Purchase Order/SOW/Bill of Lading/Agreement at any time, for no reason or for any reason, upon 10 days written notice to you.  Upon receipt of notice of such termination, you will inform SSC of the extent to which it has completed performance as of the date of the notice, and you will collect and deliver to SSC whatever Work/Services/Product that then exists.  SSC will pay for same that has been accepted through the effective date of the termination, provided that SSC will not be obligated to pay any more than the payment that would have become due had you completed and SSC had accepted the Work/Services/Product.  SSC will have no further payment obligation in connection with any termination.

 

Either party may terminate the Purchase Order/SOW/Bill of Lading/Agreement immediately by delivering written notice to the other party, upon the occurrence of any of the following events: (i) a receiver is appointed for either party or its property; (ii) either makes a general assignment for the benefit of its creditors; (iii) either party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, and such proceedings are not dismissed within 30 days; or (iv) either party is liquidating, dissolving, or ceasing to do business in ordinary course.

 

SSC may immediately terminate the Purchase Order/SOW/Bill of Lading/any Agreement upon written notice to you if there is a change in your ownership representing 10 percent or more of the equity ownership.

 

Either party may terminate this Purchase Order/SOW/Bill of Lading/Agreement immediately by delivering written notice to the other party for any material breach not cured within 30 days of receipt of notice of the breach.  SSC shall have no further payment obligation to you under any terminated Purchase Order/SOW/Bill of Lading/ Agreement if SSC terminates under this Section.

 

Any obligations or duties which, by their nature, extend beyond the expiration or termination of the Purchase Order/SOW/Bill of Lading/Any Agreement shall survive the expiration or termination thereof.

 

21.  NO AUTOMATIC RENEWAL

 

Any Purchase Order/SOW/Bill of Lading/ Agreement between you and your agents or affiliates and SSC that terminates by its own term shall not automatically renew.

 

22.  INDEMNIFICATION

 

As used in this Section, a “Claim” is any claim, demand, loss, damage, liability, cost or expense (including professional fees and costs incurred) for which one party (the “Indemnifying Party”) may be obligated to defend, indemnify and hold the other party (the “Indemnified Party”) harmless.

 

You shall defend, indemnify and hold SSC harmless from and against any and all Claims as incurred, arising out of or in connection with any act or omission committed by you (including your agents and subcontractors) in the performance of the Work/Goods, Wares and Merchandise (services supplied by you to or on behalf of SSC).

 

SSC shall indemnify and hold you harmless from and against any and all Claims as incurred, arising out of or in connection with any act or omission of SSC related to the Work/Services contemplated herein.

 

Each party will indemnify and hold the other party harmless from and against any and all Claims, as incurred, arising out of any negligent or willful acts or omissions of the indemnifying Party which results in personal injury or damage to tangible property.

 

The indemnified Party will provide the indemnifying Party with prompt written notice of any Claim and permit the Indemnifying Party to control the defense, settlement, adjustment, or compromise of any Claim.  The indemnified Party may employ counsel at its own expense to assist it with respect to any Claim.  The Indemnified Party will have no authority to settle any Claim on the Indemnified Party’s behalf.

 

If a third party enjoins or interferes with your performance, Work, or Services, SSC may terminate any further obligation it might have with you.

 

Nothing in this Section shall limit any other remedy of the parties.

 

23.  LIABILITY

 

Notwithstanding anything else in the Purchase Order or otherwise, SSC will not be liable to you with respect to the subject matter of the Purchase Order/SOW/Bill of Lading/Agreement under any contract, negligence, strict liability, or other legal or equitable theory for any amounts in excess in the amount SSC paid to you in the one month preceding the event or circumstance giving rise to such liability.

 

In no event will SSC be liable to you for any incidental, indirect, special, consequential damages or loss of profits arising out of, or in connection with, the Purchase Order/SOW/Bill of Lading/Any Agreement whether or not any party was advised of the possibility of such damage.

 

The limitations will apply notwithstanding any failure of essential purpose of any limited remedy provided herein.  Nothing herein limits either party’s liability for bodily injury of a person, death, or physical damage to property or any liability which cannot be excluded under applicable law.

 

24.  INSURANCE

 

You will secure and maintain insurance providing coverage for liabilities to yourself and third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect SSC in the event of such injury or damage, and you must/will be in compliance with any and all laws, regulations or orders addressing the liabilities of an employer to its employees for injuries and disease suffered in connection with employment.  You further will maintain such additional types and limits of insurance as is customary for a company of similar size and similar operations to you in the jurisdiction or jurisdictions in which your operations take place.

 

 

 

25.           COMPLIANCE WITH LAW

 

You represent and agree that you will comply with all applicable local and national laws and regulations pertaining to the performance of your obligations under any Purchase Order/SOW/Bill of Lading/Agreement provided by you for SSC.  In particular and without limitations, you shall not act in any fashion or take any action that will render SSC liable for a violation or any applicable anti-bribery legislation (including without limitation, the U.S Foreign Corrupt Practices Act and the UK Bribery Act 2010), which prohibits the offering, giving or promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist it/them or SSC in retaining or obtaining business or in performing the Work or Services.  Without limiting the foregoing, to the extent that you are a US federal contractor or covered subcontractor as contemplated in accordance with applicable laws and regulations, then you agree that your rendering work/services to SSC or its customers you will be in compliance with the requirements of 41 CFR 60-1.4 ND 29 CFR part 471, Appendix A to Subpart A, and the requirements of 41 CFR-300.5(a) and 41 CFR 60-741.5(a), which are incorporated herein by reference.  The latter two regulations prohibit discrimination against qualified individuals on the basis of protected veteran status and disability and require affirmative action to employ and advance in employment protected veterans and qualified individuals with disabilities.  Your failure to comply with this provision shall constitute a material breach of any agreement or understanding with SSC.

 

26.          GOVERNING LAW

 

Performance of Work by you for SSC or its customers will be construed in accordance with, and all disputes will be governed by, the laws of the State of Texas, without regard to conflict of laws rules.  You irrevocably consent to personal jurisdiction of the state and federal courts in and for Kaufman County, Texas.  Any Court outside of Kaufman County, Texas shall be considered an inconvenient forum.  See Arbitration Clause below.

 

27.          GENERAL

 

Any notice to be given to you will be in writing and addressed to the party at the address provided by you to SSC.  Notices will be deemed given and effective (i) if personally delivered, upon delivery, (ii) if sent by an overnight service with tracking capabilities, upon receipt; (iii) if sent by fax or electronic mail, at such time as the party which sent the notice receives confirmation of receipt by applicable method of transmittal; of (iv) if sent by certified or registered mail, within five days of deposit in the mail.

 

If any court of competent jurisdiction holds that any provision of SSC’s Terms and Conditions illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions will not be affected or impaired, and all remaining Terms and Conditions remain in full force and effect.

 

SSC’s election not to insist on strict performance of any requirement of any Terms and Conditions shall not operate or be construed to waive any future omission or breach, or any other provision of the Terms and Conditions.

 

28.          ARBITRATION

 

Any claim, dispute, or controversy (whether in contract, or otherwise, whether preexisting, present or future, and including, but not limited to, statutory, common law, intentional tort and equitable claims) arising from or relating to the Products, Services, the interpretation or application of any of SSC’s Terms and Conditions or any Statement of Work or the breach, termination or validity thereof, the relationships which result from these or any of SSC’s Terms and Conditions (including to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto) WILL BE RESOLVED BY BINDING ARITRATION.  Arbitration will be conducted pursuant to the Rules of the American Arbitration Association.  Because of such Arbitration, neither party will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties involved.   Further, you will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim.  Notwithstanding any choice of law provision including in these Terms and Conditions, this Arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16).  The arbitration will take place exclusively in Kaufman County, Texas.  Any Court having any jurisdiction may enter judgment on the award rendered by the arbitrator(s).  Each party involved will bear its own cost of any legal representation, discovery or research required to complete arbitration.  The existence or results of any arbitration will be treated as confidential.

 

29.          CHANGES TO TERMS AND CONDITIONS

 

SSC reserves the right to change/amend/refine/add to these and other posted Terms and Conditions as needed at its discretion.

 

30.0        MISCELLANEOUS

 

30.1        Independent Contractor Status; Governing Law. You and your employees are independent contractors and not employees, agents, joint ventures or partners of SSC.   Any Order/Agreement/SOW/Work or Services provided to or for SSC by you is governed by the laws of The State of Texas, Kaufman County, USA, without regard to conflicts of laws rules.  The United Nations Convention on Contracts for the International Sale of Goods will not apply. 

 

30.2        Compliance with Laws.  You must comply with all applicable laws in performing your obligations to SSC.  You must require that your sub-suppliers/contractors also comply with all applicable laws and regulations in effect.  Upon request, you will certify that you comply with all applicable laws and regulations.  We may audit you to confirm your compliance with this section.

 

30.3        International Trade Compliance.  The goods or services licensed or sold under an order, and the transaction contemplated herein,  may be subject to the customs and export laws and regulations of the country in which the goods are manufactured or received.  If applicable, under U.S. law, the goods shipped under an order may not be sold, leased or otherwise transferred to restricted countries, or used by a restricted end-user.  You acknowledge that it is your responsibility to comply with and abide by the laws and regulations referenced in this section. 

 

30.4        Assignment.  You may not assign your rights or delegate your duties under any order to any third party without our prior written consent, including without limitation those governing environment, health, safety, and labor and employment practices

 

30.5        Severability; Survival.  Sections 10, 11, 12, 17, 22, 23, and 28 are material to any order, are not severable, and will survive termination or cancellation of this order.  Section 10 will survive for 4 years after delivery of goods, wares, merchandise, or completion of services.  If any term or provision of any order is or becomes invalid under any applicable law, then the remainder of an order will not be affected thereby and the remaining terms and provisions will remain in effect as if the invalid portion were not a part of an order.

 

30.6        Contracts (Rights of Third Parties).  A person/entity who is not a party to an order/SOW/Purchase Order has no right to enforce any terms of said order/Agreement/SOW

 

30.7        You represent that no child labor laws of your city, state, county, or nation are to be violated during the manufacturing process or while providing goods, wares, merchandise and services to SSC; and, all employees are paid a fair and equitable wage.