DOWNLOAD OUR REACH CERTIFICATE

Compliance

COMPANY is aware of the REACH regulation and will take all necessary actions to fully comply with its requirements, especially Title VIII § 67 and Annex XVII. Pre-Registration / Registration

COMPANY devices do not exhibit intended release of chemical substances (listed in Annex XVII*) under normal or reasonably foreseeable conditions of their application. In line with the REACH regulation there will be NO need to register any substance.  Following the in-depth evaluation of the chemical substance content in our products,  COMPANY confirms that COMPANY devices except products mentioned on the following PDF do not contain any SVHC-candidates.

Impact on Availability of Products

COMPANY confirms to undertake all necessary efforts to comply with REACH regulation to ensure continuous supply of COMPANY products to our valued customers.

COMPANY

The REACH cert is to be updated whenever new SVHC are added; it will take two months from the date when the new SVHC are added.

1. ACCEPTANCE AND CANCELLATION OF ORDERS.

Each order for goods is subject to acceptance in writing by a duly authorized agent of Seller; any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by Seller may be canceled by Buyer only upon written consent of Seller. In the event of cancellation or other withdrawal of an order for any reason and without limiting any other remedy which Seller may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges, which shall include all costs incurred by Seller in fulfilling the order, shall be paid by Buyer to Seller. Orders for items identified as non-cancelable and non-returnable (NCNR) or may be defined as customer specific goods will be identified and agreed to by Buyer at the time of order placement and such goods will be the sole liability of the Buyer.

2. DELIVERY.

All prices quoted and goods shipped are F.O.B. Seller’s facility (or in the definition of International Commercial Terms - INCOTERMS 2010; EXW (Ex Works), Seller’s facility). Title to and risk of loss of all goods shall pass upon Seller’s delivery to carrier for shipment to Buyer. Unless otherwise agreed by Seller in writing, Buyer shall pay all freight, handling, delivery and insurance charges for shipment of goods. Choice of carrier and shipping method and route shall be at the election of Seller unless expressly designated in writing. Seller shall not be liable for delays in delivery of or failure to perform due to causes beyond the reasonable control of Seller, such causes shall include, without limitation, acts of God, acts or omissions of Buyer or civil or military authorities, fires, strikes, epidemics, quarantine restrictions, man-made or natural disasters, market constraints, and/or transportation delays. The contractual date of delivery, if any, shall be extended for a period equal to the time lost as a consequence of such delay without penalty to Seller. In its sole discretion, Seller may allocate, defer, delay or cancel the shipment of any goods which are in short supply. Seller shall be entitled to refuse or to delay shipments upon failure by Buyer to pay promptly any payments due Seller, whether on this or any other contract between Seller and Buyer. Seller shall have the right to deliver all goods covered hereby at one time or in portions from time to time within the time for delivery provided in such order.

3. TERMS.

a) Unless otherwise specified by Seller in writing, payment in full or net amount owing, without offset or deduction, is due 30 days from date of invoice or as mutually agreed to. If payment is not received within such 30-day period, a late payment of 1% per month of the unpaid balance or the maximum amount allowed by law, whichever is less, shall be paid by Buyer.

b) All payments are accepted subject to collection. Buyer agrees to pay Seller’s actual costs of collection, including without limitation reasonable attorney fees, costs and third party collection fees. Any payment received from Buyer may be applied by Seller against any obligation of Buyer to Seller under this or any other agreement, notwithstanding any statement or direction from Buyer with regard to such payment. Acceptance of any partial payment shall not constitute a waiver of Seller’s right to payment in full of all amounts owing from Buyer to Seller.

c) Seller shall have the right to refuse to ship to Buyer on credit at any time and shipments made to Buyer on a C.O.D. or other basis shall be subject to the terms and conditions of sale contained herein.

4. INSPECTION AND ACCEPTANCE OF GOODS.

Buyer is deemed to have accepted goods unless written notice of rejection is given to Seller within a reasonable time, which is agreed to be within ten (10) days after receipt. CLAIMS OF LATE DELIVERY are void unless made prior to receipt of goods, and receipt of goods shall constitute a waiver of any claim of late delivery. No return will be accepted without prior “Return Material Authorization Number” (RMA #) from Seller with Buyer giving the reason for a return. Goods must be returned as directed by Seller’s location issuing the RMA# and be in its original packaging. Returns of goods packaged in electrostatic packaging will not be accepted if electrostatic packaging has been opened.

5. SELLER’S RIGHT TO INCREASE PRICES.

Unless otherwise specified on the face of this Agreement, Seller reserves the right to increase the selling price of any and all goods ordered by Buyer prior to shipment from Seller’s place of business due to an increase in cost of such goods by Seller’s Original Component Manufacturer (“OCM”) supplier. The selling price quoted to Buyer shall, upon an increase in price by Seller’s OCM supplier, be increased by the same percentage of increase in Seller’s costs for the goods and Buyer agrees to pay any such increased price in accordance with the terms hereof.

6. TAXES.

Seller’s prices do not include sales, use, excise or similar taxes. Seller shall properly impose upon, collect from Buyer, and timely remit to the appropriate governmental authorities any sales, use, or value added taxes, customs duties, tariffs or similar levies, including fines and penalties (“Taxes”) applicable to goods including Services sold, licensed, delivered, or furnished hereunder. Each Tax will be separately stated on any Seller invoice. To the extent software including documentation is delivered electronically, Seller’s invoice shall indicate the manner of delivery as “software delivered electronically to the customer” and identify locations where the software will be used if known. Invoices shall not include any Taxes for which Buyer has furnished a valid exemption certificate. If Seller receives a refund of any Taxes attributable to Buyer, Seller will promptly credit such amount to Buyer. If Seller receives notice of any additional Taxes applicable to this Agreement, Seller shall promptly notify Buyer.

7. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF REMEDIES.

a) Seller makes no warranties or representations regarding the Goods sold. SELLER DISCLAIMS ANY WARRNTY RESPECTING THE MERCHANTABILITY OF THE GOODS SOLD TO BUYER OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. Seller is an authorized distributor of the Original Component Manufacturer (“OCM”) goods. As such, Seller agrees to transfer to Buyer those transferable warranties Seller receives from the OCM for the goods sold to Buyer and is in accordance with the applicable OCM specifications. The warranties set forth herein shall not apply to any goods that: 1) have been subject to an accident, excessive stress, modification, or abnormal wear and tear; and, 2) that have not been kept in a controlled environment which reasonably limits damage resulting from heat, humidity, corrosion, contamination and/or electrostatic discharge for normal storage and prescribed maintenance. Value-added work performed by Seller will conform to applicable Buyer’s specifications relating to such work.

b) Seller’s liability arising out of any sale of goods to Buyer is expressly limited to either: 1) refund of the purchase price paid by the Buyer for such goods (without interest); or 2) repair and/ or replacement of such goods at Seller’s election, and such remedies shall be exclusive and in lieu of all others. In no event shall Seller be liable for indirect, special, incidental or consequential damages of any nature, including, but not limited to, loss of profit, promotional or manufacturing expenses, overhead, injury to reputation or loss of customers, personal injury or property damage. Buyer’s recovery from Seller for any claim shall not exceed the purchase price paid by Buyer for the goods, irrespective of the nature of the claim, whether in warranty, contract or otherwise.

8. PATENT INFRINGEMENTS.

Seller makes no representations that any goods sold to Buyer are free of the rightful claim of any third person by way of infringement, license or infringement of patent or trademark or any claim arising from the assertion of intellectual property rights of any kind, and disclaims any warranty against infringement with respect to any such goods. Buyer agrees to look solely to the OCM or licensor of the goods with respect to any claim of infringement. Furthermore, Buyer agrees to protect, defend, indemnify and hold harmless Seller from all sums, costs, expenses and attorney fees which Seller may incur or be obligated to pay as a result of any and all claims and demands, causes of action or judgments arising out of or relating to any use, modification, adaptation or enhancement of the goods purchased from Seller.

9. INDEMNIFICATION.

Buyer shall hold harmless and indemnify Seller, its respective directors, officers, employees, agents, successors and assigns to the full extent of any liability, loss, cost, claim, damage or expense actually incurred by the injured party, including, but not limited to, reasonable attorneys' fees for the defense of all liabilities, costs, claims, damages and expenses by reason of any actual property damage or personal injury that is caused by any misconduct or any negligent act or omission of the Buyer, its employees and agents. Seller shall provide Buyer with prompt notice of any claim within the foregoing provision and shall give Buyer the full right to defend any such claim and shall cooperate fully in such defense.

10. INSURANCE.

Seller shall maintain throughout the performance of this agreement or any related Purchase Order, general third party legal liability insurance, product/goods liability insurance, worker’s compensation and automobile insurance having limits consistent with industry standards or statutory requirements and determined by Seller to be reasonable and necessary or as required by law. Seller does not name Buyer or Buyer’s Customers as “Additional Insured” nor provide a "Waiver of Subrogation in favor of Buyer or Buyer’s Customer.

11. INSTALLATION.

Buyer shall be solely responsible for the installation and operation of the goods covered hereby, including without limitation the obtaining of all permits, licenses or certificates required for the installation of such goods.

12. USE OF GOODS IN LIFE SUPPORT APPLICATIONS.

Goods sold by Seller are not authorized to be used in life support equipment or for applications in which the failure or malfunction of the goods would create a situation in which personal injury or death is likely to occur. Any such use or sale of goods sold by Seller is at the sole risk of Buyer, and Buyer agrees to indemnify and defend Seller against and hold Seller harmless from all damages, costs and expenses, including without limitation attorney fees and costs relating to any claim, demand, cause of action, lawsuit or threatened lawsuit, or judgment arising out of such use or sale.

13. TECHNICAL INFORMATION AND DATA.

Any technical information or data offered by Seller in connection with the sale of goods is an accommodation to Buyer without charge and Buyer waives any claim against Seller and releases Seller from any and all liability arising from Buyer’s reliance upon such technical information and data. Without Seller’s prior written consent, Buyer shall not transfer, duplicate or disclose to any third party any technical information or data offered by Seller in conjunction with the sale of goods to Buyer. Any use made of Seller’s classifications, whether it be ECCNs or any variation of Harmonized Tariff codes, is without recourse to Seller and at the Buyer’s risk. Export classifications are subject to change. If Buyer exports or re-exports the goods, Buyer, as the exporter of record, is responsible for determining the correct classification of any item at the time of export. Any export classification by Seller is for Seller’s internal use only and shall not be construed as a representation or warranty regarding the proper export classification nor relied upon to make licensing determinations.

14. SOFTWARE.

All computer software, if any, delivered by Seller to Buyer is licensed pursuant to separate licensing agreement or other arrangements, from the owner of the software or other third party directly to Buyer. Buyer acknowledges receipt of a separate agreement pursuant to which software delivered to Buyer is licensed. Buyer acknowledges that Seller is not a party to such license with respect to software supplied hereunder. Buyer agrees to look directly to the licensing party in connection with all maintenance, support, infringement, warranty and other claims relating to software delivered to Buyer hereunder.

15. DEFAULT.

In the event of any default by Buyer, Buyer shall pay all costs incurred by Seller in enforcing these Terms and Conditions, including without limitation, Seller’s actual costs of collecting any payments due Seller including attorneys’ fees and costs. The waiver by Seller of any breach hereof or default in any payment shall not be deemed to constitute a waiver of any other breach or default. In the event of default, Seller shall have all remedies provided under the Uniform Commercial Code which shall be cumulative with one another and with any other remedies which Seller may have at law, in equity, under any agreement of any type or, without limitation, otherwise. The exercise or failure to exercise any remedy shall not prelude the exercise of that remedy at another time or any other remedy at any time. No action, regardless of form, arising out of, or in any way connected with, the goods furnished or services rendered by Seller, may be brought by Buyer more than one year after an alleged cause of action accrues.

16. INTEGRATION AND ASSIGNMENT.

This agreement sets forth the sole and entire agreement between Buyer and Seller with regard to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written agreements between them regarding the same. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this agreement. Acceptance or acquiescence in a course of performance rendered under this agreement shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party had knowledge of the nature of the performance and opportunity for objection. No modification of this agreement whatsoever shall be enforceable unless reduced to writing and signed by both Seller and Buyer. No affirmation, representation or warranty made by any agent, employee or representative of Seller shall be enforceable against Seller unless such affirmation, representation or warranty is reduced to writing, signed by Buyer and Seller, and expressly incorporated into these Terms and Conditions. Any assignment of this agreement or any rights hereunder by Buyer shall be void without Seller’s prior written consent.

17. BUYER’S TERMS AND CONDITIONS.

Seller desires to provide its customers with prompt and efficient service. Accordingly, goods furnished and services rendered by Seller are sold solely and exclusively on the Terms and Conditions stated herein. Any different, conflicting or additional terms or conditions of sale expressed in the Buyer purchase orders, invoice, confirmations or other buyer-generated documents (“Buyer Documents”) whether heretofore or hereafter submitted are expressly rejected by Seller, and all different, conflicting or additional terms or conditions expressed in any Buyer Documents are hereby deemed to be material alterations of these Terms and Conditions and notice of objection to and rejection of such terms is hereby given. Seller’s performance of any contract of sale with Buyer is expressly conditional on Buyer’s acceptance of these Terms and Conditions of Sale, unless otherwise specifically agreed in writing by Seller. In the absence of such agreement, commencement of performance and or delivery of goods shall be for Buyer’s convenience only and shall not be deemed or construed to be acceptance of terms and conditions expressed in any Buyer Documents. Buyer’s acceptance of goods or services from Seller shall be conclusively deemed acceptance of these Terms and Conditions of Sale.

18. EXPORT/IMPORT.

Certain goods and related technology and documentation sold by Seller are subject to export control laws, regulations and orders of the United States, the European Union, and/or other countries ("Export Laws"). Buyer shall comply with such Export Laws and obtain any licenses, permits and authorizations required to transfer, sell, export, re export or import all goods and related technology and documentation in full compliance with such Export Laws. Buyer will not export or re-export the goods and related technology and documentation to any country or entity under sanction or embargoes administered by the United States, U.S. Department of Treasury, U.S. Department of Commerce or U.S. Department of State. Additionally, and in light of the sanctions imposed by the US government on various Venezuelan entities, Buyer agrees that it will not export or re-export the Goods and related technology to Venezuela or any other similarly sanctioned or embargoed country. Buyer will not use the goods in relation to nuclear, biological or chemical weapons or missile systems capable of delivering same, or in the development of any weapons of mass destruction.

19. SPARES FOR AFTER AGREEMENT SUPPORT.

Accepting this Order does not constitute a commitment upon Seller to provide goods for the life of the Buyer’s products or any integrated subsystem.

20. SECURITY INTEREST.

Seller waives all and does not grant to Buyer any security interest ("Security Interest") in the materials, components, contracts, Intellectual Property, and all other property and any proceeds thereof that may be acquired or allocated by Seller for use in the acquisition, assembly, and manufacture of the Goods, in the completed Goods ("Secured Property") under any Purchase Order of Buyer.

21. COMPLIANCE WITH LAW.

Buyer represents that in the performance of an Agreement which are relevant to its business operations of the country of order placement, Buyer shall at all times comply with all applicable governmental laws, statutes, ordinances, rules, regulations, orders, and other requirements, including, without limitation, such governmental requirements applicable to environmental protection, health, safety, wages, hours, equal employment opportunity, nondiscrimination, anti-corruption and working conditions.

22. GOVERNMENT PRIME CONTRACTS.

If this Order indicates that it is placed under a government contract, all Federal Laws and regulations relating to such contract shall apply and be in effect, including such portions of the Federal Acquisition Regulations (“FAR”) or applicable supplement as may be relevant to this Order. If this Order is under a covered government contract, Seller certifies, to the best of its knowledge and belief, that neither Seller nor any of its principals are debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any federal agency. Certain flow down FAR clauses or applicable supplements in an Order may not be applicable to specific Orders due to the dollar thresholds or other requirements as stated in the prescribed clause of the FAR or applicable supplemental flow downs. Clauses that are not applicable shall not be removed from an Order reference, and will be considered by all Parties to be without force and effect. For certain clauses, Buyer must provide applicable language describing the circumstances under which the clauses apply to the Order.

23. GENERAL.

This agreement and performance by the parties hereunder shall be construed in accordance with the internal laws (excluding the laws relating to conflicts) of the State of Texas including the provisions of the Texas Uniform Commercial Code. The parties expressly exclude the applicability of the United Nations Convention on Contracts for the International Sale of Goods, 1980, or any successor thereto to this Agreement. All agreements, covenants, conditions and provisions contained herein shall apply to and bind the assignees and successors in interest of Buyer. If any provisions or portion of this agreement is held to be invalid, illegal, unconscionable or unenforceable, the other provisions and portions hereof shall not be affected. The captions used herein are for the convenience of the parties only and shall not affect the instruction or interpretation hereof. Buyer warrants and represents that all goods purchased from Seller shall be used exclusively for business or commercial purposes and not for consumer, i.e., Buyer’s personal, family or household, purposes.

24. AFFIRMATIVE ACTION.

As applicable, Seller shall abide by the requirements of 41 CFR 60–1.4(a), 60–300.5(a) and 60–741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status. YOU ARE HEREBY NOTIFIED that acceptance of this Agreement constitutes (1) your agreement to be bound by the requirements, regulations, and provisions contained within this paragraph, to the extent required by law, and (2) your consent to provide any required certification of same to Seller, at Seller’s request.

ARTICLE I – SPECIAL PROVISIONS

Reference to these Terms and Conditions within the body at any Purchase Contract Agreement incorporates all applicable clauses of these provisions into the contract as if individually cited therein and set forth in full text, except to the extent expressly altered in this contract. This contract is subject to Federal Acquisition Regulations (FAR) and the Department of Defense Federal Acquisition Supplement (DFARS) clauses as set forth in these Terms and Conditions.

Where necessary to make the context of these clauses applicable to this subcontract/order, the term "contractor” shall mean the "Seller”, the term "Contract Order” shall mean the "Subcontract” or "Purchase Order”, and the terms "Government” or "Contracting Officer” and equivalent phrases shall mean the "Buyer.”

Acknowledgment of this order, shipment of goods or rendering on any services pursuant to this order shall be deemed an acceptance of these Terms and Conditions. No modification of or release from this order shall be binding unless agreed to in writing and specifically identified as a modification or revision to this order. These Terms and Conditions supersede any submitted by the Seller in any proposal or acknowledgment.

Documents designated by the Buyer, including supplemental terms and conditions, if any, are incorporated by reference the same as if set out in full herein.

The Seller represents, warrants, and certifies that in the performance of this subcontract, it shall comply with, when applicable, all federal, state, and local laws, and regulations including but not limited to:

1. Fair Labor Standards Act of 1938, as amended (29 USC § 201-219)
2. Occupational Safety and Health Act of 1970 (OSHA), as amended
3. False Claims Act (31 USC § 3729 et seq.) -- Civil
4. False, Fictitious or Fraudulent Claims Statutes (18 USC § 287) -- Criminal

Seller agrees to indemnify and hold the Buyer harmless to the full extent of any loss, damage, or expense incurred by the Buyer resulting from violations by the Seller or its lower tier subcontractors of any federal, state or local law or regulation.

This document is current through FAC 05-05, dated July 27, 2005. In the event that any clause is required by law, regulation, or the prime contract, to be included in this subcontract, which is not already incorporated herein, or in the event that the prime contract is modified subsequent to the effective date of this subcontract so as to modify or add any additional such clause or requirement, the Buyer agrees to enter into a modification of this subcontract to insert the substance et any such clause or requirement. If any such additional clause or requirement causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this subcontract, an equitable adjustment will be made in the subcontract price or delivery schedule, or both, pursuant to the "Changes” clause of this subcontract.

1. PRICE Unless otherwise indicated in the body of this order, this is a firm fixed price order. In the absence of an indication of price by the Buyer, Seller must not fill the order at a price higher than last quoted or charged to the Buyer, without the Buyer's written consent. Seller represents that the price charged for the items or services covered by this order comply with applicable Government regulations in effect at the time of order placement, sale or delivery. The Seller also represents and warrants that its price for the goods covered by this order are no higher than the price charged to other customers for goods of the same kind, in the same quantities and under similar terms and conditions.
2. TERMS OF PAYMENT Unless otherwise stipulated in the body of this order, Buyer will pay discountable invoices within the discount period which will be calculated from the date the materials or services are received or the date the invoice is received, whichever is later. For tooling orders, the discount period will not commence until Buyer receives and approves the parts made from the tooling. Buyer will pay non-discountable invoices within 45 days of receipt of materials, services, or the invoice whichever is later. Invoice payment is subject to proof of delivery.
3. TAXES (FAR 52.229) If the goods furnished under this order are for resale (as indicated on the front of this order), the Buyer will pay any sales or use tax imposed on such goods after delivery. Seller will pay all other taxes imposed before delivery to the destination point, including property taxes imposed on goods for which title has passed to the Buyer.
4. CHANGES
   1. The Buyer reserves the right, at any time, to change by written notification any of the following: (1) specifications, drawings, designs, and other data incorporated in this order where the items to be furnished are to be specifically manufactured for the Buyer, (2) quantity, (3) method of packaging or shipment, (4) place of delivery, (5) time of delivery, or (6) any other matters affecting this order.
   2. If any change made by the Buyer causes an increase or decrease in the cost of, or the delivery of this order, Buyer shall make, in writing, an equitable adjustment in the order price or delivery schedule or both. Any claim by Seller for an adjustment under this clause shall be deemed waived unless asserted in writing within ten (10) days from Seller's receipt of the change, and negotiations or adjustment in the price or delivery schedule, or both, shall not excuse the Seller from proceeding, with due diligence, to perform under the order as changed. Failure to agree to any adjustment shelf is considered a dispute within the meaning of the “Disputes” clause of these Terms and Conditions. Any action taken by the Seller which effects any provisions of this order, including price or delivery, whether or not accomplished with the concurrence of the Buyer's employees, shall not entitle Seller to an equitable adjustment in accordance with this paragraph, unless such action has been specifically directed by written notice issued by the Buyer and incorporated into this order.
5. TERMINATION (FAR 52.249)
   1. The Buyer may terminate this order in whole or in part at any time upon written or telegraphic notice to the Seller. Upon such receipt of such termination, the Seller shall within ninety (90) days, comply with the directions contained in such notice and shall, as required (1) take action necessary to terminate the work as provided in the notice, minimizing costs and liabilities for the terminated work, (2) protect, preserve and deliver in accordance the Buyer's instructions any property related to the order in the Seller's possession, and (3) continue the performance of any part of the work not terminated by the Buyer.The buyer may also, by written or telegraphic notice to the seller, terminate the whole or any part of this order for default [1] if the Seller fails to deliver items and material to perform the services required on schedule, or [2] if, at any time, reasonable grounds for insecurity arise as to the Seller's expected performance (including timely performance) within ten [10] days after the Buyers written demand for adequate assurance.
   2. On termination for convenience, the Seller at the time of termination may have in stock or on firm order, completed or uncompleted items or raw, semi-processed or completed materials for use in fulfilling this order:
      1. For completed items or materials, the Buyer shall either require delivery of all or part of the completed goods and make payment at the order price or, (without taking delivery) pay the Seller the difference, if any, between the order price and the market price (if lower) at the time of termination.
      2. For uncompleted items or raw or semi-processed materials, the Buyer shall either require the Seller to deliver all or part of such goods at the portion of the order representing the stage of completion or, (without taking delivery) pay the Seller for such goods which are properly allocable to this order a portion of the order price representing the stage of completion, reduced by the higher of the market or scrap value of the goods at that stage of completion.
      3. For goods which the Seller has on firm order, the Buyer may, at its option, either take an assignment of the Seller's right under the order or pay the cost, if any, of settling or discharging the Seller's obligation under the order
   3. If the Buyer terminates all or part of this order for default under paragraph 5a above, the Buyer may procure, upon the terms and in a manner it deems appropriate, goods and services similar to those terminated. In addition, the Buyer may require the Seller to deliver any completed or uncompleted goods related to this order by agreeing to pay the Seller as specified in 5b above. Additionally, if the Buyer terminates for default, the Seller may be liable (unless excused under paragraph 7 - Excusable Delays) for additional costs, if any, for the re-procurement of such goods and services to cover such default.
   4. Payments to the Seller hereunder shall be the sole remedy available to the Seller in the event of a termination by the Buyer. Payments, and the amount of payment, if any, are subject to the approval of the Government or the Buyer's Termination Contracting Officer (TCO.)
   5. The Buyer's rights and remedies under paragraphs 5a-d inclusive shall not be exclusive and are in addition to any other rights and remedies provided by law, and equity and contract, or under this order.
   6. The rights of the Buyer and Seller are covered by FAR 52.249 except that the FAR "Disputes” clause shall not apply.
6. DELIVERY Time is of the essence. The Seller shall furnish sufficient labor and management, facilities and equipment, and shall work such hours (including night shift, overtime, weekend and holiday work) as may be required to assure timely delivery. Regardless of delivery or performance in installments, the Seller's obligation is not severable. Buyer will not accept shipments sent C.O.D. without its consent and such shipments will be returned at the Seller’s risk and expense.
7. WARRANTIES
   1. Duration: The Seller warrants that the goods and services furnished will be free of defects in material and workmanship for a period of one (1) year or after 200 hours of operation, whichever occurs first, after the acceptance of the and item or parts thereof, by the Government, all parts furnished under this order will be free from defects in material and workmanship that will cause the item(s) to fail with the specification and all other requirements of this contract. With respect to Government-furnished property, the seller’s warranty shall extend only to its proper installation, unless the Seller performs some modification or other work on such property, in which case the Seller's warranty shall extend to such modifications or other work.
   2. Remedies: In the event of a breach of the Seller's warranty in paragraph (1 ) above, the Buyer may, at no increase (in the contract price), a) require the Seller, at the place of delivery specified in the contract (irrespective of the F.O. B. point or point of acceptance) or at the Seller's plant, to rework or replace, at the Seller's selection, defective or non­conforming supplies, or b) require the Seller to furnish at the Seller's plant such materials or parts and installation instructions as may be required to successfully accomplish the required correction. The Seller shall also prepare and furnish to the Buyer, data and reports applicable to any correction required under this clause (including revision and updating of all affected data called for under this contract) at no increase in the contract price. When supplies are returned to the Seller, the Seller shall bear the transportation costs from the place of delivery specified in the contract (irrespective of the F.O.B. point or point of acceptance) to the Seller's plant. (2) If the Buyer does not require the correction or replacement of defective or nonconforming supplies, the Buyer shall be entitled to an equitable reduction in the price of such supplies.
   3. Notification: The Seller shall be notified in writing of any breach of warranty in paragraph
   4. above within thirty (30) days after discovery of the defect by the Buyer. Within thirty (30) days thereafter, the Seller shall submit to the Buyer a written recommendation of the corrective action required to remedy the breach. After the notice of breach, but no later than thirty (30) days after the receipt of the Seller's recommendation for corrective action, the Buyer may in writing direct the correction or replacement as set forth in paragraph (b) above, and the Seller shall, notwithstanding and disagreement regarding the existence of a breach of warranty comply with such direction. In the event it is later determined that the Seller did not breach the warranty in paragraph (a) above, the contract price will be equitably adjusted.
   5. Correction of Defects: Any supplies or parts thereof corrected or furnished in replacement pursuant to this clause shall also be subject to all the provisions of this clause and to the same extent as supplies initially delivered. The warranty with respect to such supplies or parts thereof shall be equal in duration to that set forth in (a) above and shall run from the date of such correction or replacement.
8. EXCUSABLE DELAYS The Seller shall not be liable for any re-procurement costs for the failure or delay in making deliveries when such failures or delay is due to any cause beyond the control and without the fault or negligence of the Seller and/or its subcontractors at any tier, provided that the Seller gives to the Buyer prompt notice, in writing, when it appears that such cause will delay deliveries under this order.
   1. Such causes may include, but are not restricted to: accidents, shortages, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, lockouts, freight embargoes, and unusually severe weather, but in every case the failure to perform is beyond the control of the parties and without the fault or negligence of the Seller which prevents the Seller from delivering or the Buyer from receiving any of the goods or services specified in this order. Buyer shall suspend the deliveries until such time as the cause is removed.
   2. If the failure to perform is caused by the failure of a lower tier subcontractor to perform or make progress and if such failure arises out of causes beyond the control of the Seller and the lower tier subcontractor, and without the fault or negligence of either of them, the Seller shall not be deemed in default, unless: (1 ) the supplies or services to be furnished by the lower tier subcontractor were obtainable from other sources, (2) Buyer had ordered the Seller in writing to procure such supplies or services from such other sources, and (3) the Seller had failed to comply reasonably with such an order.
   3. Upon request of the Seller, the Buyer shall ascertain the facts and extent of such failure and, if the Buyer determines that any failure to perform was occasioned by any one or more of said causes, the delivery schedule shall be revised accordingly, subject to the rights of the Buyer and/or the Government under paragraph 5 of these Terms and Conditions entitled "Termination.”
9. SHIPPING AND RECEIVING
   1. Seller shall be responsible for proper packaging, loading and tie-down of materials to prevent damage during transportation. The Buyers weight and count will be accepted as final and conclusive on all shipments not accompanied by a packing list. Seller must bill all returnable containers on a separate invoice, and return transportation charges will be collected from the Seller's account.
   2. If freight is prepaid but chargeable to the Buyer under the terms of this order, Seller shall submit a copy of the freight bill.
   3. In the event that this order requires the Seller to make delivery of goods direct to the Government, Seller agrees to prepare a "Material and Receiving Inspection Report' (form DD-250 or equal) in the manner and to the extent required by DFARS 52.246-7000 and the Contracting Officer, and copy is to be furnished to the Buyer.
   4. If the order requires Government Source Inspection, DFARS, Appendix I applies if the goods are to be shipped to the Buyer or to any other non-Government installation.
10. INSPECTION (FAR 52.246)
    1. The goods covered by this order may be subject to inspection and test by the Buyer and the Government at all times and places and, when practicable, during the manufacturing process. The mechanics of inspection and the rights of the Buyer and Seller with respect to inspection are as specified in the Federal Acquisition Regulations.
    2. All goods and services furnished hereunder are subject to the Buyer's final inspection and approval within a reasonable time after delivery, irrespective of payment date. Buyer may accept or reject goods based on the Buyer's normal Inspection Plan for the items furnished. The Buyer may reject goods not in accordance with instructions, specifications, drawings, data or Seller's warranty (expressed or implied). The Buyer may return rejected goods to the Seller at the Seller's expense and the Buyer shall have no further obligation for such goods. Payment for any article shall not be deemed acceptance and in no event shall the Buyer incur any liability for payment of rejected goods.
    3. The Buyer shall have a reasonable amount of time [not less than ten (10) days from the date of receipt] to submit a claim for discrepancies of count, weight, quantity, loss or damage to delivered goods. Buyer will calculate damages on claims and deduct the amount from the Seller's invoice. If the invoice has been paid, the Seller will reimburse the Buyer the amount of the damages.
    4. Seller shall assume responsibility for and will have to pay any and all costs associated with loss, damage, and other expenses, including attorney fees, and the cost of replacement incurred by the Buyer attributed to Buyer's rejection of goods due to nonconformance to specification or untimely delivery.
11. PATENTS
    1. The Seller shall, at it own expense, defend any suit or proceeding brought against the Buyer, its successors and assigns, based on claim that goods or any component perils furnished hereunder infringes any U.S. or Foreign letter patents (except infringement necessarily resulting from adherence to the Buyer's drawing), providing that the Buyer notifies the Seller in writing and assists the Seller, as and if required, in defending the suit or proceeding. The Seller shall pay all damages, costs and attorney fees awarded in any suit or proceedings.
    2. The Seller shall promptly report any claims of patent or copyright infringement relating to the performance of this order which comes to its attention, and shall assist, to the extent of evidence and information in its possession, in connection with any suit against the Buyer or the Government on account of alleged patent or copyright infringement (FAR 52.227-2.)
    3. Except for infringement resulting from adherence to the Buyer's furnished drawings, the goods or any component parts furnished hereunder are held to infringe and their use is enjoined. The Seller shall, at its option and own expense, (1 ) procure for the Buyer and its successors and assigns, the right to continue using the goods, (2) replace them with a substantially equivalent non-infringement product, or (3) modify them so they become non-infringing with substantially equivalent performance. Absent (1) (2) (3), the Buyer reserves its rights at law and equity and contract, or its option may return the infringing goods to the Seller at the Seller's expense and the Seller will promptly refund the order price to the Buyer.
12. SPECIAL TOOLING AND BUYER FURNISHED PROPERTY
    1. In the event that special tooling (as defined in 48 CFR 52.245-17) is required in the performance of this order and the cost of such tooling is included in the price of the end item supplied to the Buyer by the Seller, the same shall be held and used by the Seller as bailee, and shall be returned to the Buyer in the condition in which it was acquired (reasonable wear and tear expected), or disposed of as directed by the Buyer an the Buyer's account upon the completion or sooner termination of this order. Such special tooling as may be supplied to the Seller by the Buyer without charge shall be held and used by the Seller on the same terms as special tooling manufactured or acquired by the Seller. Use of such tooling shall be restricted to performance of this order unless otherwise authorized, in writing, by the Buyer.
    2. All special dies, molds, patterns, jigs, fixtures, and any other property which the Buyer furnishes to the Seller or specifically pays for, for use in the performance of this order, shall be and remain the property of the Buyer, shall be subject to removal upon the Buyer's instruction, shall be for the Buyer's exclusive use, shall be held at the Seller’s risk, and shall be kept insured by the Seller at the Seller's expense while in its custody or control in an amount equal to the replacement cost, with loss payment to the Buyer. The Seller shall furnish to the Buyer on demand, copies of policies or certification of insurance.
    3. Nothing in this clause shall be interpreted as preventing the Seller from using such special tooling for manufacturing items for direct sale to the Government if the Government has title to or a vested interest or data rights to such special tooling. If the Seller wishes to make use of such items in connection with direct sales to the Government, the Seller shall obtain a written statement from the Buyer of the Government's title or vested interest and the Buyer shall give written authority where the Government has title or vested interest, provided that the delivery schedule under this order is not adversely affected.
13. UTILIZATION OF SMALL, SMALL DISADVANTAGED, VETERAN/SERVICE DISABLED VETERANS, WOMEN-OWNED SMALL BUSINESS, AND HUB ZONE BUSINESS CONCERNS It is the policy of the Government as declared by Congress that a fair portion of purchases and contracts for goods and services for the Government be placed with “Small Business Concerns”, to include; Small Disadvantaged Business, Veteran and Service Disabled Veteran, Women Owned, and Hub-Zone Business concerns. The Seller agrees to accomplish the maximum amount of subcontracting to those concerns that the Seller finds to be consistent with the effective performance of this order.
14. CUMULATIVE REMEDIES The remedies provided in these Terms and Conditions shall be cumulative to all other rights or remedies now or hereafter given to the Buyer by law, and the Buyer may enforce one or more such remedies successively or concurrently.
15. WAIVER Buyer's failure to insist on the Seller's strict performance to the Terms and Conditions of the order at any time shall not be construed as a waiver by the Buyer for performance in the future.
16. TITLE AND RISK OF LOSS
    1. Risk of loss of all goods shall remain with the Seller until receipt of the goods at the Buyer's location.
    2. Title shall pass to the Buyer upon Buyer's acceptance of goods at the Buyer's location. If progress payments are a part of this order, title to the goods shall be transferred to the Government as of the date of this order.
    3. Not withstanding restrictive legends to the contrary, title to plans, drawings and specifications for goods shall be vested in and remain with the Buyer or the Government and may be used by the Buyer or the Government for any purpose.
17. ASSIGNMENT The Seller shall not assign, transfer, or subcontract this order or any right or obligation hereunder without the Buyer's written consent. Any purported assignment, transfer or subcontract shall be void and ineffective.
18. INDEMNITY The Seller agrees to defend, indemnify and save the Buyer harmless against all liabilities, claims or demands whether in tort or in contract for injuries or damages to any person or property arising out of the Seller's acts or omissions in the performance of this order.
19. NONDISCLOSURES If the Buyer discloses or grants to the Seller access to any research and development, technical, economic or other business information or "know how' of a confidential nature, whether reduced to writing or not, the Seller will not use or disclose any such information to any other person at any time, except as may be necessary in the performance of this order, without the Buyer's written consent. The Buyer shall give similar protection to the Seller providing the Seller's documents are marked or stamped with the appropriate legend to indicate protection to be afforded.
20. RESOLUTION OF CONFLICTS It is the Seller's responsibility to comply with these and all referenced documents and to clarify with the Buyer any inconsistencies or conflicts in any part of this order, such as those provisions contained in this document, additional terms and conditions, general specifications, detailed specifications, etc. Should the Seller fail to contact the Buyer to resolve these conflicts or inconsistencies, the Seller will be solely responsible for errors resulting from those conflicts or inconsistencies.
21. DISPUTES Except as otherwise provided in this order, any dispute not disposed of by agreement shall be finally decided by the Buyer. The Seller has no rights under the FAR Disputes clause, 52.233-1. Pending resolution of any dispute, the Seller shall proceed diligently with the performance at work in accordance with the Buyer's direction.
22. COMPLETION CERTIFICATE At the appropriate time, the Buyer may request that the Seller furnish a certificate pertaining to deliverables, disposition of classified documents, Government and/or contractor property, final invention reports (DD Form 882), royalty fees, and releases. A blank copy of said certificate shall be furnished to the Seller by the Buyer upon request or when the Buyer determines the need for one exists.
23. SECURITY If Form DD 254 - Security Requirements is attached hereto, the Seller shall comply with the requirements of FAR 52.204-2. If the work contracted hereunder includes research and development, FAR 52.227-10 shall apply.
24. For Contractors Providing Services for the Buyer (Reference: International Traffic in Arms Regulation/Section 120.10 of the ITAR). Clause 1: (Applies where the Contractor is not required to use or evaluate the Buyer’s technical data, but where the Contractor will nevertheless be exposed to or otherwise be in proximity to the Buyer’s technical data. Note: This section does not apply to work to be performed outside of the United States.) Contractor will ensure that each individual performing this contract, who has access to the Buyer’s manufacturing or technical data, is either a citizen of the United States, a lawful permanent resident as defined by 8 USC §1101(a)(20) or a protected individual as defined by 8 USC §1324(a)(3). This contract requirement is a direct result of the requirements levied on the Buyer by the U.S. Department of State through its International Traffic in Arms Regulations (22 CFR Parts 120 through 130.) Clause 2: (Applies where the Contractor is required to use or evaluate the Buyer’s technical data. However it is not applicable where the contract services are to be performed overseas.)The Contractors will ensure that each individual it uses to perform the Contract is –(i)a citizen of the United States, (ii) a lawful permanent resident as defined by 8 USC §1101(a)(20), (iii) a protected individual as defined by 8 USC §1324(a)(3), or(iv) a foreign national for whom a current and directly relevant license or approval has been obtained from the US Department of State, as set forth in the International Traffic in Arms Regulations at 22 CFR Sections 120 through 130, which license or approval is directly relevant to the work to be performed under this Contract.
    
    For those instances where Contractor is using persons who fall within the requirements of (iv), above, the Contractor shall provide the buyer with a copy of the license or approval at the time that the Contractor assigns the individual to perform any portion of the Contract. For those instances where Contractor is using foreign nationals without a license or approval, the Contractor shall so notify the buyer and, if requested, provide the buyer with a detailed explanation of the steps undertaken to ensure that these persons are not gaining access to the buyer’s technical data as prescribed at 22 CFR Section 120.10 as that term is defined in the International in Arms Regulations, at 22 CFR Section 120. This contract requirement is a direct result of the requirements levied on the Buyer by the U.S. Department of State through its International Traffic in Arms Regulations (22 CFR Parts 120 through 130). The Contractor will flow down this clause to those of its subcontractors who will be assigned to perform any portion of the work set forth in the “Contract.”
25. SUBCONTRACTING: Seller shall not subcontract without the buyer’s prior written consent for the design, development, or procurement of the whole or any substantial portion of any goods and/or services ordered hereunder. This limitation shall not apply to Seller’s purchases of standard commercial supplies or raw material.
26. COUNTERFEIT PARTS PREVENTION
    1. Definitions for purposes of this Contract:
       1. “Counterfeit Parts” shall mean a part, component, module, or assembly whose origin, material, source of manufacture, performance, or characteristics are misrepresented. This term includes, but is not limited to, (1) parts that have been (re)marked to disguise them or falsely represent the identity of the manufacturer,
       2. defective parts and/or surplus material scrapped by the original manufacturer, and (3) previously used parts pulled or reclaimed and provided as “new.”
       3. As used herein, “authentic” shall mean (1) genuine; (2) from the legitimate source claimed or implied by the marking and design of the product offered; and (3) manufactured by, or at the behest and to the standards of, the manufacturer that has lawfully applied its name and trademark for that model/version of the material.
       4. “Independent Distributor” shall mean a person, business, or firm that is neither authorized nor franchised by an Original Component Manufacturer (“OCM”) to sell or distribute the OCM’s products but which purports to sell, broker, and/or distribute such OCM products. Independent Distributors are also referred to as unfranchised distributors, unauthorized distributors, and/or brokers.
    2. Seller represents and warrants that only new and authentic materials are used in products required to be delivered to Buyer and that the work delivered contains no counterfeit parts. No other material, part, or component other than a new and authentic part is to be used unless approved in advance in writing by Buyer. To further mitigate the possibility of the inadvertent use of counterfeit parts, Seller shall only purchase authentic parts/components directly from the Original Equipment Manufacturers (“OEMs”)/ OCM’s or through the OEM’s/OCM’s authorized distribution chain. Seller must make available to Buyer, at Buyer’s request, OEM/OCM documentation that authenticates traceability of the components to that applicable OEM/OCM. Purchase of parts/components from Independent Distributors is not authorized unless first approved in writing by Buyer’s Procurement Representative. Seller must present complete and compelling support for its request and include in its request all actions to ensure the parts/components thus procured are legitimate parts. Buyer’s approval of Seller’s request(s) does not relieve Seller’s responsibility to comply with all Contract requirements, including the representations and warranties in this paragraph.
    3. Seller shall maintain a documented system (policy, procedure, or other documented approach) that provides for prior notification and Buyer approval before parts/components are procured from sources other than OEMs/OCMs or through the OEM’s/OCM’s authorized distribution chain. Seller shall provide copies of such documentation for its system for Buyer’s inspection upon Buyer’s request.
    4. If Seller is providing electronic components/devices only, the following certification applies: Certification of Origin of Product: Acceptance of this Contract constitutes confirmation by Seller that it is either the Original Equipment Manufacturer (OEM), Original Component Manufacturer (OCM), or a franchised or authorized distributor of the OEM/OCM for the product herein procured. Seller further warrants that OEM/OCM acquisition documentation that authenticates traceability of the components to that applicable OEM is available upon request.If Seller is not the OEM/OCM or a franchised or authorized distributor, Seller confirms by acceptance of this Contract that each product supplied to Buyer has been procured from the OEM/OCM or a franchised or authorized distributor of the OEM/OCM. Seller further warrants that OEM/OCM acquisition traceability documentation is accurate and available to Buyer upon Buyer’s request.
    5. Seller shall flow the requirements of this provision to its subcontractors and suppliers at any tier for the performance of this Contract.
27. COMPLIANCE WITH LAW In addition to the clauses and terms set forth in the contract/order Terms and Conditions, including those set forth above, the following clauses, as set forth in the Federal Acquisition Regulation (FAR) and the Department of Defense Federal Acquisition Supplement (DFARS), are incorporated herein and are applicable hereto by this reference except those clauses which are exempt in FAR and DFARS or in the clauses (self-deleting) because of the dollar value of this order. All referenced FAR and DFARS paragraph numbers refer to current paragraphs and revisions in effect as of that date of the Government prime contract referenced on this order.This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Buyer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://farsite.hill.af.mil/ OR http://www.acq.osd.mil/dpap/dars/index.htm.

ARTICLE II – GENERAL PROVISIONS

The clauses in Section 52 “Solicitation Provisions and Contract Clauses” of the FAR and the DFARS listed below state and in effect on the date of this Order are each incorporated here by this reference and made a part of this Order. In all such clauses, the term “Contractor” shall mean “Seller,” the term “Contract” shall mean this “Order,” and the term “Government Contracting Officer” or equivalent phrases, shall mean “Buyer” as applicable; except that in those clauses conferring patent and data rights to the Government, the term “Government” or “Contracting Officer” retains its literal meaning and is not to be construed as “Buyer.” It is intended that the FAR and DFARS clauses as listed herein shall apply to Seller, and its lower tier subcontractors as applicable, in such manner as is necessary to reflect the position of Seller as a subcontractor to Buyer, to ensure Seller’s obligations to Buyer and to the Government, and to enable Buyer to meet its obligations under its Prime Contract or subcontract.

Clauses in this document may not be applicable to specific orders due to the type of subcontract/purchase order to be issued, dollar thresholds under requirements of the FAR, DFARS or Public Law or Mandatory Flow Down requirements of a particular prime contract. Clauses that are not applicable are deemed self-deleting, shall not be removed from this document, and will be considered by all parties to be without force and effect. It is the Seller’s obligation to contact COMPANY regarding any confusion, ambiguity, or questions the Seller may have regarding applicability of the following clauses.

FAR CLAUSES

FAR clauses can be located “on-line” at: https://www.acquisition.gov/far/html/FARTOCP52.html OR http://farsite.hill.af.mil/

APPLICABLE TO ALL ORDERS:

1. The following FAR clauses apply to all contracts, purchase orders, delivery orders, or any agreement between COMPANY and the Seller where the end customer is the United States Government:

• 52.202-1 Definitions
• 52.204-2 Security Requirements
• 52.204-9 Personal Identify Verification of Contractor Personnel
• 52.211-5 Material Requirements
• 52.211-15 Defense Priority and Allocation Requirements
• 52.222-1 Notice to the Government of Labor Disputes
• 52.222-19 Child Labor - Cooperation with Authorities and Remedies
• 52.222-50 Combating Trafficking in Persons
• 52.222-54 Employment Eligibility Verification
• 52.223-3 Hazardous Material Identification and Material Safety Data
• 52.223-7 Notice of Radioactive Materials
• 52.223-11 Ozone-Depleting Substances (42 U.S.C. 7671j(b), (c) and (d) and 40 CFR Part 82, Subpart E
• 52.225-8 Duty Free Entry
• 52.225-13 Restrictions on Certain Foreign Purchases
• 52.227-1 Authorization and Consent
• 52.227-14 Rights in Data - General
• 52.228-3 Workers’ Compensation Insurance (Defense Base Act)
• 52.228-4 Workers’ Compensation and War-Hazard Insurance Overseas
• 52.228-5 Insurance-Work on a Government Installation
• 52.232-9 Limitation on Withholding of Payments
• 52.232-16 Progress Payments
• 52.232-16 Progress Payments (Alt I)
• 52.233-3 Protest After Award
• 52.234-1 Industrial Resources Developed Under Defense Production Act Title III
• 52.236-13 Accident Prevention
• 52.242-17 Government Delay of Work
• 52.243-1 Changes – Fixed Price
• 52.244-5 Competition in Subcontracting
• 52.244-6 Subcontracts for Commercial Items
• 52.245-1 Property Records
• 52.245-2 Government Property – Fixed Price Contracts (Alt. I Apr 1984)
• 52.247-63 Preference for U. S. Flag Air Carriers
• 52.247-64 Preference for Privately Owned U.S. Flag Commercial Vessels (46 U.S.C. Appx 1241 (B))
• 52.249-1 Termination for Convenience of the Government-(Fixed Price)(Short Form)
• 52.253-1 Computer Generated Forms

2. The following DFARS clauses apply to all contracts, purchase orders, delivery orders, or any agreement between COMPANY and the Seller where the end customer is any agency within the United States Department of Defense:

• 252.203-7002 Display of DOD Hotline Poster
• 252.204-7000 Disclosure of Information
• 252.215-7000 Pricing Adjustment
• 252.215-7002 Cost Estimating System Requirements
• 252.222-7000 Restrictions on Employment of Personnel
• 252.223-7001 Hazard Warning Labels
• 252.223-7004 Drug Free Work Force
• 252.223-7006 Prohibition on Storage and Disposal of Toxic and Hazardous Materials
• 252.225.7000 Buy American Act Balance of Payments Program Certificate
• 252.225-7001 Buy American Act and Balance of Payments Program
• 252.225-7008 Restriction on Acquisition of Specialty Metals (prime contracts at $150K or more requiring delivery of specialty metals as end items)
• 252.225-7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals (prime contracts at $150K or more; excludes para (d); see other exceptions; and compliance to 10 USC § 2533(b))
• 252.225-7013 Duty-Free Entry-Eligible End Products
• 252.225-7015 Restriction on Acquisition of Hand or Measuring Tools
• 252.225-7016 Restriction on Acquisition of Ball and Roller Bearings
• 252.225.7019 Restriction on Acquisition of Anchor and Mooring Chain
• 252.225-7021 Trade Agreements
• 252.225-7022 Restriction on Acquisition of Polyacrylontrile (PAN) Carbon Fiber
• 252.225-7025 Restrictions on Acquisition of Forgings
• 252.225.7027 Restriction on Contingent Fees for Foreign Military Sales
• 252.225.7028 Exclusionary Policies and Practices of Foreign Governments
• 252.225-7030 Restriction on Acquisition of Carbon, Alloy, and Armor Steel Plate
• 252.225-7031 Secondary Arab Boycott of Israel
• 252.225-7036 Buy American Act – Free Trade Agreements – Balance or Payments Program
• 252.225-7043 Antiterrorism /Force Protection for Defense Contractors outside the United States
• 252.225-7045 Balance of Payments Program – Construction Material Under Trade Agreements
• 252.227-7013 Rights in Technical Data Noncommercial Items
• 252.227-7016 Rights in Bid or Proposal Information 2
• 52.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions
• 252.227-7030 Technical Data - Withholding of Payment

B. APPLICABLE TO ALL ORDERS OVER $10,000 ALSO INCLUDE THE FOLLOWING:

The following FAR clauses apply to all contracts, purchase orders, delivery orders, or any agreement valued over $10,000.00 between COMPANY and the Seller where the end customer is the United States Government:

• 52.203-12 Limitations on Payments to Influence Certain Federal Transactions
• 52.222-20 Walsh-Healy Public Contracts Act
• 52.222-21 Prohibition of Segregated Facilities
• 52.222-26 Equal Opportunity
• 52.222-36 Affirmative Action for Workers with Disabilities (29 U.S.C. 793)
• 52.222-40 Notification of Employee Rights Under the National Labor Relations Act (para (f) only)

C. ORDERS OVER THE SIMPLIFIED ACQUISITION THRESHOLD (SAT) ALSO INCLUDE THE FOLLOWING:

1. The following FAR clauses apply to all contracts, purchase orders, delivery orders, or agreement valued over the SAP between COMPANY and the Seller where the end customer is the United States Government:

• 52.203-3 Gratuities
• 52.203-5 Covenant Against Contingent Fees
• 52.203-6 Restrictions on Subcontractor Sales to the Government
• 52.203-7 Anti-Kickback Procedures
• 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity
• 52.203-10 Price of Fee Adjustment for Illegal or Improper Activity
• 52.203-11 Certification and Disclosures Regarding Payments to Influence Certain Federal Transactions
• 52.215-2 Audit and Records - Negotiations
• 52.215-14 Integrity of Unit Prices (Alternate I)
• 52.219-8 Utilization of Small Business Concerns (15 U.S.C. 637(d)(2) and (3))
• 52.222-4 Contract Work Hours and Safety Standards Act-Overtime Compensation
• 52.222-35 Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (38 U.S.C. 4212 (a))
• 52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans
• 52.223-6 Drug Free Workplace
• 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement
• 52.229-3 Federal, State, and Local Taxes
• 52.242-13 Bankruptcy
• 52.243-6 Change Order Accounting
• 52.244-2 Subcontracts (Aug 1998) (Alt I )
• 52.246-2 Inspection of Supplies-Fixed Price
• 52.248-1 Value Engineering 52.249-2 Termination for Convenience of the Government – Fixed Price
• 52.249-8 Default – (Fixed Price Supply and Service)

2. The following DFARS clauses apply to all contracts, purchase orders, delivery orders, or any agreement valued over the SAT between COMPANY and the Seller where the end customer is any agency within the United States Department of Defense:

• 252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense Contract-Related Felonies
• 252.209-7004 Subcontracting with firms that are owned or controlled by the Government of a Terrorist Country
• 252.242-7004 Material Management and Accounting System
• 252.247-7023 Transportation of Supplies by Sea
• 252.247-7024 Notification of Transportation of Supplies by Sea
• 252.249-7002 Notification of Anticipated Contract Termination or Reduction

D. ORDERS OVER $500,000 ALSO INCLUDE THE FOLLOWING:

The following DFARS clauses apply to all contracts, purchase orders, delivery orders, or any agreement valued over $500,000 between COMPANY and the Seller where the end customer is any agency within the United States Department of Defense

• 252.219-7003 Small, Small Disadvantaged Business, and Women-Owned Small Business Subcontracting Plan (DOD Contracts)
• 252.225-7004 Reporting of Contract Performance Outside of the United States
• 252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises-and Native Hawaiian small Business Concerns

E. ORDERS OVER $650,000 ALSO INCLUDE THE FOLLOWING FAR CLAUSES:

The following FAR clauses apply to all contracts, purchase orders, delivery orders, or any agreement valued over $650,000.00 between COMPANY and the Seller where the end customer is the United States Government:

• 52.215-15 Pension Adjustments and Asset Reversions
• 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions
• 52.215-19 Notification of Ownership Changes
• 52.219-9 Small Business Subcontracting Plan
• 52.219-16 Liquidated Damages - Subcontracting Plan

F. UNLESS OTHERWISE EXEMPT, THE FOLLOWING FAR CLAUSES ARE ALSO INCLUDED:

• 52.215-10 Price Reduction for Defective Cost or Pricing Data
• 52.215-11 Price Reduction for Defective Cost or Pricing Data - Modifications
• 52.215-12 Subcontractor Cost or Pricing Data
• 52.215-13 Subcontractor Cost or Pricing Data - Modifications
• 52.215-20 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data
• 52.215-21 Requirements for Cost or Pricing Data or Information Other than Cost or Pricing Data - Modification “Alternate III

G. ORDERS OVER $1,000,000 OR HIGHER INCLUDE THE FOLLOWING DFARS CLAUSES:

• 252.211-7000 Acquisition Streamlining
• 252.225.7033 Waiver of United Kingdom Levies

I. APPLICABLE TO COST REIMBURSEMENT, TIME & MATERIAL OR LABOR HOUR ORDERS:

The following FAR clauses apply to all contracts, purchase orders, delivery orders, or any agreement based upon the type of the contract, cost reimbursement, time and material, or labor hours, between COMPANY and the Seller where the end customer is the United States Government:

• 52.215-16 Facilities Capital Cost of Money
• 52.215-17 Waiver of Facilities – Capital Cost of Money
• 52.216-7 Allowable Cost and Payment 52.216-8 Fixed Fee
• 52.222-2 Payment of Overtime Premium
• 52.232-20 Limitation of Cost
• 52.242-15 Stop-Work Order 52.243-2 Changes – Cost Reimbursement
• 52.249-6 Termination (Cost Reimbursement) 52.249-14 Excusable Delays

J. Certifications:

The Seller, by signing its offer and entering into an agreement with COMPANY, hereby certifies compliance with the following clauses and is, therefore eligible for award.

• 52.209-5 Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters
• 52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended or Proposed for Debarment

K. Cost Accounting Standards (Applicable unless otherwise exempt):

• 52.230-1 Cost Accounting Standards Notices and Certification
• 52.230-2 Cost Accounting Standards
• 52.230-3 Disclosure and Consistency of Cost Accounting Practices
• 52.230-6 Administration of Cost Accounting Standards

L. Miscellaneous Clauses:

FAR CLAUSES

• 52.204-4 Printing/Copying Double-Sided on Recycled Paper
• 52.211-4053 (TACOM) Required Tailoring Language to Eliminate Class I Ozone-Depleting Substances (CIODS)
• 52.215-8 Order of Precedence – Uniform Contract Format
• 52.216-4007 (TACOM) Limitation of Government Liability
• 52.219-17 Section 8(a) Award
• 52.222-22 Previous Contracts and Compliance Reports
• 52.222-29 Notification of VISA Denial
• 52.223-3 Hazardous Material Identification and Material Safety Data
• 52.223-5 Pollution Prevention and Right-To-Know Information
• 52.223-14 Toxic Chemical Release Reporting
• 52.226-1 Utilization of Indian Organizations and Indian-Owned Economic Enterprises
• 52.226-2 Historically Black College or University and Minority Institution Representation
• 52.227-16 Additional Data Requirements
• 52.228-7 Insurance – Liability to Third Persons
• 52.229-4 Federal, State, and Local Taxes (State & Local Adjustments)
• 52.229-5 Reserved
• 52.229-7 Taxes - Fixed-Price Contracts with Foreign Government
• 52.229-9 Taxes - Cost Reimbursement Contracts with Foreign Governments
• 52.232-1 Payments
• 52.232-8 Discounts for Prompt Payment
• 52.232-11 Extras
• 52.232-17 Interest
• 52.232-23 Assignment of Claims
• 52.232-25 Prompt Payment
• 52.232-33 Payment by Electronic Funds Transfer – Central Contractor Registration
• 52.232-34 Payment by Electronic Funds Transfer – Other Than
• 52.233-1 Disputes (Alternate I, dated Dec 1991)
• 52.242-1 Notice of Intent to Disallow Costs
• 52.242-2 Production Progress Reports
• 52.242-4 Certification of Indirect Cost
• 52.242-10 FOB Origin – Government Bills of Lading or Prepaid Postage
• 52.242-12 Report of Shipment (REPSHIP)
• 52.242-15 Stop-Work Order
• 52.242-16 Stop-Work Order-Facilities
• 52.243-4 Changes
• 52.243-5 Changes and Changed Conditions
• 52.243-7 Notification of Changes
• 52.245-4 Government Furnished Property (Short Form)
• 52.245-5 Government Property – Cost Reimbursement, Time and Material or Labor Hour Contracts
• 52.245-17 Special Tooling
• 52.245-18 Special Test Equipment
• 52.246-23 Limitation of Liability)
• 52.246-24 Limitation of Liability - High Value Items
• 52.247-1 Commercial Bill of Lading Notation - The notation set forth in paragraph (a) of the clause applies in this contract. The agency name in line one of the notation shall read: US ARMY TANK –AUTOMOTIVE & ARMAMENTS COMMAND)
• 52.251-1 Government Supply Sources
• 52.253-1 Computer Generated Forms

DFARS CLAUSES

• 252.204-7003 Control of Government Personnel Work Product
• 252.205-7000 Provision of Information to Cooperative Agreement Holders
• 252.206-7000 Domestic Source Restriction
• 252.209-7000 Reserved
• 252.211-7005 Substitutions for Military or Federal Specifications and Standards
• 252.217-7003 Changes 2
• 52.219-7004 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (Test Program)
• 252.225-7002 Qualifying Country Sources as Subcontractors
• 252.225-7005 Identification of Expenditures in the United States
• 252.225-7011 Restriction on Acquisition of Super Computers
• 252.225-7012 Preference for Certain Domestic Commodities
• 252.225-7014 Preference for Domestic Specialty Metals
• 252.225-7018 Notice of Prohibition of Certain Contracts with Foreign Entities for the Conduct of Ballistic Missile Defense Research, Development, Test, and Evaluation
• 252.225-7023 Restriction on Acquisition of Vessel Propellers
• 252.225-7038 Restriction on Acquisition of Air Circuit Breakers
• 252.225.7039 Reserved 252.225-7042 Authorization to Perform
• 252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises-and Native Hawaiian small Business Concerns
• 252.227-7033 Rights in Shop Drawings
• 252.227-7036 Reserved
• 252.227-7037 Validation of Restrictive Markings on Technical Data
• 252.228-7000 Reimbursement for War-Hazard Losses
• 252.231-7000 Supplemental Cost Principles
• 252.232-7004 DoD Progress Payment Rates
• 252.236-7000 Modification Proposals-Price Breakdown
• 252.242-7000 Post Award Conference
• 252.242-7003 Application for U.S. Government Shipping Documentation/Instructions
• 252.243-7001 Pricing of Contract Modifications
• 252.244-7000 Subcontracts for Commercial Items and Commercial Components (DoD Contracts)
• 252.245-7001 Reports of Government Property
• 252.246-7000 Material Inspection and Receiving Report
• 252.246-7001 Warranty of Data

Introduction

This Privacy Policy describes how COMPANY (“we,” “our” or “us”) collects, uses and shares information about you through websites or mobile apps operated by us from which you are accessing this Privacy Policy (the "Websites"), through our social media pages (our "Social Media Pages") as well as through email messages that we may send to you that link to this Privacy Policy (collectively, including the Websites and our Social Media Pages, the "Services").

This Privacy Policy does not apply to our data collection activities offline or otherwise outside of our Services (except as described in Section 14 or unless otherwise stated below or at the time of collection). By using our Services, you agree to our Terms of Use. By consenting to this Privacy Policy, you consent to our collection, use and disclosure practices, and other activities described in this Privacy Policy. If you do not agree and consent, discontinue use of the Services, and uninstall Service downloads and applications.

“Personal Information” is information, whether true or not, that can be used to identify you (whether alone or in combination), which may include:

Name;
E-mail address;
Postal Address (including billing and shipping address);
Geolocation information;
Telephone number;
Fax number;

CHANGES TO THIS PRIVACY POLICY

We reserve the right to revise and reissue this Privacy Policy at any time. Any changes will be effective immediately upon posting of the revised Privacy Policy. Subject to applicable law, your continued use of our Services indicates your consent to the privacy policy posted. If the changes are material, we may provide additional notice to your e-mail address.

HOW WE COLLECT INFORMATION

We may collect Personal Information you provide directly to us via the Services. For example, Personal Information may be collected when you use or register for our Services, subscribe to our notifications, post on our Services, participate in promotional activities, apply for a job, communicate with us through the Services, or use an app installed on a device. You may choose to voluntarily submit certain other information to us through the Services, including Personal Information, but you are solely responsible for your own Personal Information in instances where we have not collected such information or requested that you submit such information to us. De-Identified Data or Personal Information once “de-identified” may not be subject to this Privacy Policy and we and our Service Providers (defined below) may treat it as non-Personal Information and use it without obligation to you except as prohibited by applicable law.

We collect information about the Services that you use and how you use them. Certain information is collected automatically through your device, such as your: IP address; device identifier, Ad ID, browser type; operating system characteristics; information about your use of our Services; and data regarding network connected hardware (e.g., computer or mobile device) (“Usage Information”). To the extent that Usage Information is Personal Information under applicable law or is combined with Personal Information, we will treat that information as Personal Information under this Privacy Policy.

We collect information about your use of our Services, such as IP address, browser type, Internet service provider, referring/exit pages, operating system, cookies that may uniquely identify your browser or your account, and related data, and store it in log files.
Information Collected by Cookies and Other Tracking Technologies: We and our Service Providers may use cookies or other tracking technologies (“Tracking Technologies”) to collect and store information about interactions with our Services, including information about your browsing and purchasing behavior. Further information about how we use cookies is set out in our Cookie Policy.

We may receive your Personal Information from other sources, such as public databases, joint marketing partners and social media platforms, and combine that with information we collect about you. To the extent we combine such third-party sourced information with Personal Information we collect directly from you, we will treat the combined information as Personal Information. We are not responsible for the accuracy of the information obtained from third parties or third-party practices.

HOW WE USE INFORMATION WE COLLECT

We and our Service Providers may use information about you for the following purposes:
To provide, maintain, protect and improve our Services, develop new services, and protect COMPANY and our users;
To facilitate, manage, personalize and improve your online experience;
To respond to your inquiries and fulfill your requests, such as to send you newsletters, brochures, catalogs and e-mails;
For our business purposes, such as data analysis, audits, fraud monitoring and prevention, enhancing, improving, or modifying our Services, identifying usage trends, and operating and expanding our business activities; and
To send you advertisements and communicate with you about products, services, offers, promotions, rewards and events we believe may be of interest to you (for information about how to manage these communications, see Section 13).

Marketing Purposes

If you are a user from the United States, we may use your Personal Information for direct marketing purposes. If you are a user from outside the U.S., we will not use your Personal Information for direct marketing purposes unless we have received your express consent. As a Non-U.S. User, you have the right to opt-out from direct marketing and can require us to cease using the data at any time for direct marketing purpose at no cost to you

HOW WE SHARE INFORMATION

Our agents, vendors, consultants, marketing service providers, and other service providers (collectively “Service Providers”) may receive, or be given access to your information, including Personal Information and Usage Information, in connection with their work on our behalf. These Service Providers may be located in countries other than your country of residence. These Service Providers are prohibited from using your Personal Information for any purpose other than to provide this assistance, although we may permit them to use de-identified data or aggregate information which does not personally identify you or any other user of the Services (for example, we may aggregate Personal Information to calculate the percentage of our users who have a particular telephone area code).We may also share information about you as follows:

As necessary, for the following purposes: (a) to comply with legal process; (b) to respond to requests from public and government authorities, including public and government authorities outside your country of residence to meet national security or law enforcement requirements; (c) to enforce our terms and conditions; (d) to protect our operations and protect our rights, privacy, safety or property, and/or that of you or others; and (e) to allow us to pursue available remedies or limit the damages that we may sustain;

• With our affiliates for internal business purposes. For example, processing your orders, fulfilling your requests, providing customer service, and improving our products;
• With our subsidiaries, affiliates, business partners, and other third parties for their own business purposes. For example, improving their products and services; and
• To a third party in connection with or during negotiations of any reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business, assets or stock (including in connection with any bankruptcy or similar proceedings).

When COMPANY engages third-party service providers and when disclosure of Personal Information to such providers is necessary for the provision of such service, COMPANY ensures that such providers protect Personal Information in a manner consistent with this Privacy Policy and, where applicable, is responsible for ensuring that such third parties process EU Personal Information in a manner consistent with the Privacy Shield Principles discussed below (see Section 15) and/or the General Data Protection Regulation or other applicable legislation.

Aggregated Information

Without limiting the forgoing, in our sole discretion, we may share aggregated information which does not identify you or de-identified information about you with third parties or affiliates for any purpose.

Sharing for Marketing Purposes

If you are a user from the U.S., we may share your Personal Information with third parties for direct marketing purposes. California residents have further rights, as set out in Section 14. If you are a user from outside the U.S., we will not share your Personal Information with third parties for direct marketing purposes unless we have received your express consent. Users from outside the U.S. have the right to opt-out from direct marketing and can require us to cease to use the data at any time for direct marketing purpose at no cost to you.

ADVERTISING, ANALYTICS SERVICES, AND ONLINE TRACKING

We may use third party advertising companies to serve advertisements on our behalf on the Services and/or on Third Party Services and to provide analytics services about the use of our Services and the performance of our ads and content on Third Party Services. In addition, we may participate in online advertising networks and exchanges that display relevant advertisements to our Service visitors, on our Services and on Third Party Services and off of our Services, based on your interests as reflected in your browsing of the Services and certain Third Party Services. These entities may use cookies and other Tracking Technologies to automatically collect information about you and your activities, such as registering a unique identifier for your device and tying that to your online activities on and off of our Services. We may use this information to analyze and track data, determine the popularity of certain content, deliver advertising and content targeted to your interests on the Services and Third-Party Services and better understand your online activity.

Online Behavioral Advertising

Some information about your browsing of the Services and certain Third-Party Services may be collected across time and services and shared with third parties to deliver ads and/or other content to you on the Services and certain Third-Party Services. COMPANY may receive information about Third Party Services that you have visited and use it for marketing purposes—a practice sometimes termed “(re)-targeting,” “interest-based advertising,” and “online behavioral advertising.”

Do Not Track

Your browser settings may allow you to automatically transmit a “Do Not Track” signal to online services you visit. Note there is no consensus among industry participants as to what “Do Not Track” means in this context. Like many online services, we currently do not alter our practices when we receive a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” visit http://www.allaboutdnt.com.

DATA SECURITY

We seek to use reasonable technical and organizational security measures to help protect information about you from loss, theft, misuse and unauthorized access, disclosure, alteration or destruction. In addition, COMPANY will not keep your Personal Information for longer than necessary for the purposes set out in this policy. Unfortunately, no data transmission or storage system is completely secure, and we cannot guarantee the security of your information collected through our Services. Your Personal Information is stored on servers in the U.S., U.K., and Hong Kong maintained with the assistance of a third-party data storage provider.

INTERNATIONAL TRANSFER

COMPANY complies with the Privacy Shield Framework, as set forth by the U.S. Department of Commerce in consultation with the European Commission, regarding the collection, use and retention of Personal Information received from the European Union. As COMPANY is a U.S. company, it has voluntarily decided to comply with the EU – U.S. Privacy Shield Framework and is subject to the investigatory and enforcement powers of the Federal Trade Commission. MWC annually certifies its adherence to the Privacy Shield Principles of: notice; choice; accountability for onward transfer; security; data integrity and purpose limitation; access; and recourse, enforcement and liability. All U.S. entities and subsidiaries listed in our Privacy Shield certification record (as included at the end of this policy below) adhere to the Privacy Shield Principles. To learn more about the EU – U.S. Privacy Shield Framework, please visit https://www.privacyshield.gov/EU-US-Framework. To view MWC’s certification, please visit https://www.privacyshield.gov/list.In the event Privacy Shield is invalidated information of EU residents will only be transferred in accordance with an approved transfer mechanism, including the model contract clauses.

We are based in the U.S. and the information we collect from the U.S. is governed by U.S. law. If you are accessing the Services from outside of the U.S., please be aware that information collected through the Services may be transferred to, processed, stored and used in the U.S. Your Personal Information may also be transferred to, processed, stored and used in other jurisdictions in which we have subsidiaries and affiliates or Service Providers. Data protection laws in these jurisdictions may be different from those of your country of residence. Your use of the Services or provision of any information therefore constitutes your consent to the transfer to and from, processing, usage, sharing and storage of your information, including Personal Information, in these jurisdictions, as set forth in this Privacy Policy.

CHILDREN’S PRIVACY

Our Services are not intended for children and are not targeted to children under the age of thirteen (13). If you are a child under the age of thirteen (13) you are not permitted to use the Services and should not send any information about yourself to us.

COPPA

We do not knowingly collect any Personal Information from children under the age of 13 and, if we learn that we have received information from a user under the age of 13, we will delete this information in accordance with the Children’s Online Privacy Protection Act (“COPPA”). If you are a parent or guardian and you believe that your child under the age of thirteen (13) has provided us with Personal Information without COPPA-required consent, please contact us at This email address is being protected from spambots. You need JavaScript enabled to view it..

ACCESSING AND CHANGING INFORMATION

COMPANY will provide web pages or other mechanisms allowing you to correct or update some of the Personal Information you have provided us.

Access Rights

Users from the European Union, Singapore, Hong Kong, Japan, New Zealand, Mexico, and Australia have a right to access their Personal Information, request corrections and/or deletions, and oppose the use of their Personal Information for specific purposes, subject to exceptions allowed by law. Such users are also entitled to request information on the origin of their Personal Information, the recipients or types of recipients to whom their Personal Information is provided, the reason for which their Personal Information is being stored, and the ways in which their Personal Information has been or may have been used or disclosed by us within a year before the date of the request. If you would like to do so, please send your request in writing by sending an email to This email address is being protected from spambots. You need JavaScript enabled to view it. . To protect your privacy and the privacy of others, we will need evidence of your identity before we can grant you access to information about you or change it. You will not be charged for compliance with such a request.

Changes and Deletions

We will make good faith efforts to make requested changes in our then-active databases as soon as practicable (but may retain prior information for records to the extent not prohibited by applicable law). Please note that it is not always possible to completely remove or delete all of your information or public postings from our databases (California minors see Section 11) and that residual data may remain on backup media or for other reasons. We also may retain cached or archived copies of information about you for a certain period of time.Individuals may also exercise the right to be forgotten by emailing This email address is being protected from spambots. You need JavaScript enabled to view it..

CHOICES: TRACKING AND COMMUNICATIONS OPTIONS

• Please refer to our Cookie Policy.
• Tracking Technologies Generally.
• Regular cookies may generally be disabled or removed by tools available as part of most commercial browsers, and in some instances blocked in the future by selecting certain settings. Browsers offer different functionalities and options so you may need to set them separately. Please be aware that if you disable or remove cookies some parts of our Services may not work and that when you revisit our Services your ability to limit browser-based Tracking Technologies is subject to your browser settings and limitations. With respect to our mobile applications, you can stop all collection of information by uninstalling the app. Also, you may be able to exercise specific privacy choices, such as enabling or disabling location identifying services, by adjusting the permissions in your mobile device.
• Analytics and Interest-Based Advertising.
• Certain companies may participate in the Digital Advertising Alliance ("DAA") AdChoices Program and may display an Advertising Option Icon for interest-based ads that links to an opt-out tool which allows you to exercise certain choices regarding targeting. You can learn more about the DAA AdChoices Program at http://www.youradchoices.com/ and its opt-out program for mobile applications at http://www.aboutads.info/appchoices. In addition, certain advertising networks and exchanges may participate in the Network Advertising Initiative (“NAI”). NAI has developed a tool that allows consumers to opt-out of certain targeted advertising delivered by NAI members' ad networks. To learn more about opting out of targeted advertising or to use the NAI tool, visit http://www.networkadvertising.org/choices/. Please be aware that, even if you are able to opt-out of certain kinds of targeted advertising, you will continue to receive non-targeted ads. We are not responsible for effectiveness of, or compliance with, any third-parties’ opt-out options or programs or the accuracy of their statements regarding their programs. However, we support the ad industry’s 2009 Self-regulatory Principles for Online Behavioral Advertising (http://www.iab.net/media/file/ven-principles-07-01-09.pdf). and expect that ad networks we directly engage to serve you interest-based ads will do so as well, though we cannot guaranty their compliance.

Communications.

You may opt-out of receiving promotional communications (e-mails or text messages) from us at any time by: (i) for promotional e-mails, following the instructions as provided in e-mails to click on the unsubscribe link or changing your communication preferences by logging onto your account; and (ii) for text messages, following the instructions as provided in text messages from us to text the word, “STOP”. Please note that your opt-out is limited to the e-mail address or phone number used and will not affect subsequent subscriptions. If you opt-out of only certain communications, other subscriptions may continue. Even if you opt-out of receiving promotional communications, we may, subject to applicable law, continue to send you non-promotional communications, such as those about your account, transactions, servicing or our ongoing business relations.
PRIVACY NOTICE FOR NON-U.S. JURISDICTIONS

Obligation to Provide Personal Information

EU persons must, on occasion provide Personal Information to us as necessary to enter into a contract or as required to fulfill contractual obligations, including providing our products and services, taking payment for products and services we provide, and billing, shipping, and delivery of our products and services. You are free to withhold your Personal Information but without this data it will not be possible to execute the contract or provide you with our products and services. When you make a purchase on or of the Services, you must provide Personal Information to us so that we can meet our legal obligations in accordance with applicable tax and statutory provisions. You are free to withhold your Personal Information, but without this data, it will not be possible to provide you with our products and services.

Automated Decision-Making

We sometimes use EU persons’ Personal Information submitted through the Services for automated decision-making. For example, we may display advertisements and send emails to you containing content automatically chosen based on the products or services we have provided to you in the past. However, we will not use EU persons’ Personal Information submitted through the Services for automated decision-making, including profiling, that produces legal effects or similarly significantly affects EU persons.

Legal Bases for Processing

We process your Personal Information with your consent and as required by law. In addition, we process your Personal Information as necessary for the performance of the sales contract, for example, when processing your orders and payments and to take steps, at your request, before entering into a contract with you, for example, by providing you with quotes for products and services. We also process Personal Information as necessary for our legitimate interests as follows:

• Research and Development: To research use of our products and services and to improve, and develop new, products and services;
• Marketing and advertising: To the extent permitted by applicable law, we use your Personal Information regarding products and services you have ordered, or in which you have otherwise demonstrated an interest, as necessary to analyze your interests and to provide you information about the products and services that we think might interest you; and
• Security: We use Personal Information for purposes of facility, network, and information security, fraud prevention, and reporting suspected criminal acts. For example, in the event of fraud, a security incident, or a suspected criminal act, we would examine Personal Information that appeared to be linked to the incident as necessary to determine what happened, remediate, report to the authorities, and prevent a recurrence.

Accuracy and Access to Personal Information

EU persons may request access to their Personal Information under this policy to the full extent required by applicable law in the home country of the person making the request. Such persons may request the correction, amendment, or deletion their Personal Information that is inaccurate or has been processed in violation of the Privacy Shield Principles. COMPANY will reasonably fulfill such requests to the extent required by applicable law.

Users from outside the U.S. have the right to ask us not to process their Personal Information for marketing purposes. We will inform you (before collecting your information) if we intend to use your information for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your information.

You can exercise these rights at any time by contacting us at This email address is being protected from spambots. You need JavaScript enabled to view it. or by sending a letter to the addresses set forth in Section 16 below

Right to Object to Processing for Direct Marketing or Legitimate Interests: EU persons have the right to object to the processing of their Personal Information for purposes of COMPANY’s direct marketing or legitimate interests by contacting us at This email address is being protected from spambots. You need JavaScript enabled to view it. or by sending a letter to the addresses set forth in Section 16 below.

Revocation of Consent

Users from outside the U.S. also have the right to revoke their given consent regarding the use and sharing of their Personal Information. However, it is important to note that in some cases such request may not be immediately or fully executed because it is possible that we have a legal obligation to keep using your Personal Information. Also, you must consider that for certain purposes, the revocation of consent means that we cannot continue providing the services you requested. You can revoke your consent at any time by contacting us at This email address is being protected from spambots. You need JavaScript enabled to view it. or by sending a letter to the addresses set forth in Section 16 below.   

Accountability and Inquiries  

Any EU person who is not satisfied with COMPANY’s compliance with the EU – U.S. Privacy Shield or other applicable legislation may contact us at This email address is being protected from spambots. You need JavaScript enabled to view it.. If any EU person believes that such a complaint has not been resolved, he or she agrees first to try and settle the dispute by mediation, administered by the International Centre for Dispute Resolution under its Mediation Rules, before resorting to arbitration, litigation, or some other dispute resolution procedure. The rules governing these procedures and information regarding how to file a claim free of charge can be found here: http://info.adr.org/safeharbor/.

Any EU person who remains dissatisfied may contact his or her national Data Protection Authority in the country where the person resides. COMPANY has agreed to cooperate and comply with appropriate EU Data Protection Authorities and the Department of Commerce in resolving such disputes. If an EU person remains dissatisfied and meets the pre-arbitration requirements of Annex I Part C of the EU – U.S. Privacy Shield Framework, the person may invoke binding arbitration pursuant to procedures in Annex I of the EU – U.S. Privacy Shield Framework Principles found here: https://www.privacyshield.gov/EU-US-Framework.