Paggel Social Mart is a software/platform for you! We’re pleased to offer you access to this website (www.paggel.com),, and other services that Paggel may from time to time provide from this website, subject to these Terms and Conditions of Use.These Terms apply to all users, including users who are also contributors of User Generated Content. BY PROCEEDING BEYOND THE SITE HOME PAGE OR VIEWING OR POSTING CONTENT TO THE PAGGEL SOCIAL MART, YOU EXPRESS YOUR CONSENT TO, AGREEMENT WITH, AND UNDERSTANDING OF THESE TERMS. PAGGEL SOCIAL MART MAY, IN ITS SOLE DISCRETION, MODIFY, RESTRICT, CHANGE, OR OTHERWISE ALTER THESE TERMS, THE SITE, OR THE PAGGEL SOCIAL NETWORKS, IN WHOLE OR IN PART, IMPOSE LIMITS ON CERTAIN FEATURES ON THE SITE OR THE PAGGEL SOCIAL NETWORKS, OR RESTRICT YOUR ACCESS TO PART OR ALL OF THE SITE OR THE PAGGEL SOCIAL NETWORKS. BY CONTINUING TO ACCESS AND USE THE SITE AND/OR THE PAGGEL SOCIAL NETWORKS YOU WILL BE EVIDENCING YOUR CONSENT TO, AGREEMENT WITH, AND UNDERSTANDING OF, SUCH MODIFICATIONS, CHANGES OR ALTERATIONS. PLEASE REVIEW THESE TERMS REGULARLY AS THEY MAY BE MODIFIED FROM TIME TO TIME WITHOUT NOTICE TO YOU. Paggel Generated Content, The copyright rights and other property rights to the Site and the Paggel Social Mart are owned by Paggel. All rights regarding the content posted to the Site and the Paggel Social Mart by Paggel are reserved by Paggel. The content on the Site may not be used or disseminated without the prior written consent of Paggel, except that you may download spec sheets solely for the purpose of doing business with Paggel Social Mart. The Site and the Paggel Social Mart may contain text, images, audiovisual productions, opinions, statements, facts, articles, or other information created by Paggel Social Mart or by third parties for Paggel. Such content is for your reference only and should not be relied upon by you for any purpose. Paggel is not responsible for the content’s accuracy and reliability. Some of the information provided by Paggel on the Site may contain projections or other statements regarding future events or the future financial performance of Paggel Social Mart that constitute “forward-looking statements” within meaning of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws that provide a “safe harbor” for forward-looking statements. These forward-looking statements, which may include statements that reflect our current views with respect to future events and financial performance, are identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “anticipate,” “should,” “designed to,” “foreseeable future,” “believe,” “confident,” “think,” “scheduled,” “outlook,” “guidance” and similar expressions. This list of indicative terms and phrases is not intended to be all-inclusive. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We are not undertaking any duty or obligation to update any forward-looking statements to reflect developments or information obtained after the date such forward-looking statements are made. Our actual results may differ significantly from the results discussed in forward-looking statements. Factors that might cause such a difference include, but are not limited to: (a) the general economic, political and competitive conditions in the markets where we operate; (b) changes in capital availability or costs, such as changes in interest rates, security ratings and market perceptions of the businesses in which we operate; (c) changes in the regulatory framework governing business generally, and the telecommunication services and equipment industry in particular, in the Kenya. and other countries; (d) changes in authoritative generally accepted accounting principles or policies from such standard-setting bodies as the Financial Accounting Standards Board, the Public Company Accounting Oversight Board and the Securities and Exchange Commission (SEC); (e) the impact of corporate governance, accounting and securities law reforms by the United States Congress, the SEC or the Nairobi Stock Exchange; (f) natural and man-made catastrophes; and (g) other factors discussed in the documents we file from time to time to test the functionality and the effectiveness of our software, including specifically our most recently posts on the timely, as amended, to which we refer you for more information regarding our forward-looking statements and risk factors. Paggel may provide links to other websites as a convenience for its Site and Social Networks users. Paggel is not responsible for the content of these other websites, and core; Paggel does not endorse, warrant or guarantee the products or services described or offered in these other websites. User Generated Content You may submit content, including text, images, photographs and video to the Paggel Social Mart (collectively, “User Generated Content”), provided that you abide by these common sense rules: If you post it, you own it; Think twice before you publish. Would you want your family, friends, colleagues, or others to read or see the content you post? Keep in mind that even if original content can be deleted, the content that is shared and distributed through an array of channels can be reposted, searched, and found on the Internet. Respect the law, including with regard to intellectual property It is critical that you show proper respect for the law generally, and specifically for the laws governing copyright and fair use of copyrighted material. You should not quote more than short excerpts from someone else’s work. It is good general practice to link to others’ work. Use appropriate symbols to mark the first appearance of trademarked terms in your content. Do not post images, music or other copyrighted content unless you own them or have permission from the owner to display such content in this context. Keep in mind that the laws may differ depending on where you live. Treat others like you want to be treated. Be respectful of others’ opinions and beliefs. Use common courtesy when posting content: refrain from abusive, obscene, or offensive language, images, or links. Do not post content from, or links to, Internet sites that feature terrorism, sexual content, gambling, or that advocate intolerance of others; and do not create such content on Paggel Social Networks. Posting confidential or proprietary information is allowed; BUT if you have to, set it private. By posting content to Paggel Social Mart, you are agreeing to allow anyone with access to Paggel Social Mart to access it and use it without restriction, except with regard to any applicable intellectual property rights that you or others may have in such content. You agree that you will not post publicly or transmit material that is confidential to you or a third-party. Paggel’s Rights and Disclaimers User Generated Content You grant to Paggel a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and fully-paid, transferable right (including the right to sublicense) to exercise all copyright, publicity, and moral rights with respect to any User Generated Content you post on the Paggel Social Mart in any media formats and through any media channels. Paggel expressly disclaims any liability or responsibility for the User Generated Content posted to its Social Networks, and such content does not necessarily represent the opinions or positions of Paggel. Paggel does not promise or guarantee that any User Generated Content posted on the Paggel Social Paggel is correct or accurate, and Paggel does not necessarily agree with or endorse such content. Paggel retains the right to decline to post any User Generated Content, or remove any previously posted content on Paggel Social Mart in our sole discretion. You understand that when using the Site or the Social Social Mart, you will be exposed to User Generated Content from a variety of sources or users, and that Paggel is not responsible for the usefulness, safety, or intellectual property rights of or relating to such User Generated Content. You further understand and acknowledge that you may be exposed to User Generated Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Paggel with respect thereto. Paggel reserves the right, but does not have the obligation, to monitor Paggel Social Mart. General ALL CONTENT PROVIDED ON the SITE AND THE Paggel Social Networks IS PROVIDED “as is”, WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, EITHER express or implied, including, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND non-infringement of any intellectual or other proprietary rights OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PAGGEL SOCIAL MART AND ITS SUPPLIERS SHALL not be liable for ANY direct or indirect damages, including without limitation, lost profits OR REVENUES, COSTS OF REPLACEMENT GOODS, lost savings, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SITE OR THE PAGGEL SOCIAL MART OR ANY PAGGEL PRODUCT, DAMAGES RESULTING FROM THE USE OF OR RELIANCE ON THE CONTENT PRESENTED, or any incidental, special, or other economic consequential damages, even if PAGGEL OR ITS SUPPLIERS have been advised of the possibility of such damages. By using the PAGGEL SOCIAL MART SITE, you agree to indemnify AND hold HARMLESS against any AND ALL third-party action based Upon OR ARISING DIRECTLY OR INDIRECTLY FROM any content you post on the PAGGEL SOCIAL MART. PAGGEL does not grant you any express or implied rights or licenses under any intellectual property rights. Privacy. Paggel respects your personal privacy and the sensitivity of your corporate information. When you visit the Site, we may collect personally identifiable information that you choose to voluntarily disclose. We also may automatically collect certain website use information as you browse the Site. We may share your personal information with other companies and individuals that perform supporting functions in connection with orders for Paggel products (e.g., credit card processing), and with maintaining the Site and the Paggel Social Mart. Except as provided herein, we will not share your personal information or any website use information with any party unless required by law. Be considerate of others’ privacy, do not reference another without his or her permission. Paggel Employees If you are a Paggel employee, you must also follow the Paggel Employee Social Networking Guidelines. Content posted by Paggel employees is their own and does not necessarily represent the positions, strategies, or opinions of Paggel, unless such persons have been authorized by Paggel to speak on its behalf. The content on the Paggel Social Mart is provided for informational purposes only and is not meant to be an endorsement or representation by Paggel or any other party. Digital Millennium Copyright Act Notice and Take down Procedure. If you believe that your copyright or other rights have been infringed, please provide Paggel Designated Agent (firstname.lastname@example.org) written notice with the following information: An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other interest. A description of the copyrighted work or other work that you claim has been infringed. A description of where the material that you claim is infringing is located on the Site or the Paggel Social Mart . Your address, telephone number, and email address. A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf. If the disputed materials were posted by a third party identifiable through reasonable efforts, we will provide reasonable notice to the third party of the charge. If the third party responds with a valid counter-notification, we will provide you with a copy so that you may take any other steps you may consider appropriate.
2. Vendor Contracts Terms
a. Proprietary & confidential info
It is extremely important to consider proprietary and confidential information before the start of a relationship. Determining ownership scope of foundational materials, resulting work product, and the attendant rights, as well as obligations to safeguard that information and those rights, will have a material impact on costs and pricing. Companies commit significant resources to developing proprietary information and attempting to protect its confidentiality. Due to the large number of middleware (platforms, OSes, software developers, ad networks, cellular carriers), mobile, social, cloud and big data applications and services are gathering, storing, distributing and modifying a rapidly increasing amount of digital proprietary information and assets. Sadly, unauthorized access, disclosure, misuse and conversion of confidential and proprietary information is an unfortunate reality for many firms. A company should create and maintain an IP Checklist (example here) that creates a roadmap for addressing risks and obligations. [ Take this mobile device management course from PluralSight and learn how to secure devices in your company without degrading the user experience. ] The trend toward added cybersecurity discussions should also be addressed here. The simple act of asking “Why,” such as “Why does that data set need to be exposed/shared?” or “Why does that person/application need access to that data?” can go a long way in strategically thinking about how to address weak links in data sovereignty.
b. Price and payment One of the first things they teach you in Law School Contracts class is that price is almost always negotiable and reflects what a willing buyer agrees to pay a willing seller. Obviously, as the size, scope and value of a project or series of projects increases, so does the price structure, including the room to adjust some pricing. Pricing risks should be mitigated by including caps for increases in license fees and costs of labor, materials, enhancements, upgrades. Negotiating payment terms accounts for the “time value of money” meaning that whoever in the relationship holds the money gets the benefit and leverage. Payment terms for services may be “Net 30,” while software licenses may be prepaid, in full, in advance for a year or more. What you lose by a shorter payment term, you want to be offset by paying a reduce price. When fees are prepaid, the risk of non-fulfillment should be addressed in the termination and remedies section.
c.. Changes in scope and deliverables
It is inevitable that a need to change or modify the scope of services performed or the nature of the deliverables provided. This section should be considered carefully to provide a clear set of exceptions and a mechanism for addressing certain changes that are likely to be expected given the nature of the services performed or software licensed. A good place to start is agreeing on a detailed budget with items, costs, deadlines. Address elements within the scope that require licensure or additional regulatory compliance verification. Built-in approval process and authority will streamline ministerial changes.
4. Termination and remedies
Every time I look at an agreement for services such as software development, data licensing, or even mergers and acquisitions, the first question I ask is can we get out of this contract if we have to? If so, how, and under what circumstances. For example, unilateral immediate termination for breach of material obligation sounds great, unless you’ve already pre-paid for two (2) years of services. Termination rights should be crafted with the idea of honoring the value in the original bargain. This is not to say, however, that egregious conduct should not be punished. Because contract law rights and remedies vary by state, it is important to understand the limitations in any of the states in which you operate. Shockingly, there are 47 different state data breach notification laws and, in some cases, federal requirements as well. Most states recognize many types of “monetary” damages including consequential, incidental, special, punitive, exemplary, indirect, and lost profits. However, states may differ on when consequential damages can be recovered (they were foreseeable) versus what kinds of damages are consequential. In addition, you should consider the need for non-monetary “equitable” relief that may come in the form of court restructuring of an agreement, or injunctive obligations. Although injunctive relief has become the principal remedy for breach of obligations of confidentiality and non-disclosure, enforcement has been primarily confined to preventing the continued misuse of confidential information and not recovery of materials copied from confidential and proprietary information.
e. Disclaimers and indemnifications Disclaimers.
One of the most important functions of a contract is to reduce uncertainties and mitigate risks. That is why almost all contracts contain “Disclaimers” that limit liability. Although they may seem like densely-worded, “boilerplate” provisions, and often overlooked, these provisions broadly affect a party’s ability to bring a claim, show liability, and prove damages that can be recovered. It is important to note that enforcement of limitation of liability provisions vary from state to state. The general rule in contract law is that in the commercial context, many states have found these clauses to be a mere shifting of the risk and enforce them as written. In general, Disclaimers” are good where scope and amount of liability are uncertain, but Not as good in construction related contracts. Scope is often affected by relative bargaining power. Since the terms “indemnify,” ”hold harmless,” and “defend” have distinct and separate meanings, consider using collective definitions. If found to be enforceable, a limitation of liability clause can “cap” the amount of potential damages to which a party is exposed. The limit may apply to all claims arising during the course of the contract, or it may apply only to certain types of claims. Limitation of liability clauses typically limit the liability to one of the following amounts: (i) the compensation and fees paid under the contract; (ii) an sum of money agreed in advance; (iii) available insurance coverage; or (iv) a combination of the above. Caps. Parties can and typically do agree in their contract that liability is capped at some dollar amount. If liability exists and if damages can be proved, then the aggrieved party recovers those damages, but only up to the agreed cap. Sometimes these are mutual; other times they are one-sided. Sometimes the cap is a fixed sum (e.g., “the amounts paid for the services”). Other times, the parties may choose to tie the cap to the type of harm, (e.g. personal injury, property damage, violations of confidentiality obligations). In more sophisticated contracts, “baskets” protect a party by providing a dollar threshold that aggregate losses must meet before it is liable to the other. Baskets can be tipping baskets, meaning that once the basket is “full,” the obligated party must indemnify the other from the first dollar of the its losses, or deductible baskets, meaning that the indemnification covers only claims above the threshold amount. By approaching these challenges by setting objectives, determining scope, allocating resources, and developing agreements that will efficiently and effective manage risks, while keeping pace with the business.
SUPPLIER TERMS & CONDITIONS PURCHASE ORDER GENERAL TERMS AND CONDITIONS
a.. PRICE. This is a rm price order.
b.. TERMS OF PAYMENT. Invoices shall be dated no earlier than date of shipment or delivery of service. The discount period begins upon receipt of invoice, required delivery date, or date any applicable discrepancy is resolved, whichever date is later. Buyer will pay nondiscountable invoices thirty (30) days after receipt of invoice, required delivery date, acceptance, or the date any applicable non-conformity is resolved, whichever date is later.
Documents designated by Buyer in the body of the Purchase Order, including supplemental terms and conditions, if any, are incorporated by reference the same as if set out in full therein.
The Buyer reserves the right at any time to issue a written change order or amendment to the Purchase Order concerning any of the following: (i) specifications, drawings, and data incorporated in the Purchase Order where the items to be furnished are to be specially manufactured for the Buyer; (ii) quantity; (iii) methods of shipment or packaging, (iv) place of delivery, (v) time of delivery; or (vi) any other matters relating this Purchase Order.
Buyer may terminate the Purchase Order for its convenience, in whole or in part, at any time prior to shipment by (written or electronic) notice to Seller. Upon receipt of such termination notice, Seller shall promptly comply with the directions contained in such notice and shall, as required, (i) take action necessary to terminate the work as provided in the notice, minimizing costs and liabilities for the terminated work, and (ii) continue the performance of any part of the work not terminated by Buyer.
Seller may not assign, transfer, or subcontract this Purchase Order or any right or obligation hereunder without Buyer’s written consent.
g. EXCUSABLE DELAY
Fires, floods, strikes, accidents, shortages, or other causes beyond the reasonable control of the parties, which prevent Seller from delivering, or Buyer from receiving, any of the goods and services covered by this Purchase Order, shall suspend deliveries until the cause is removed, subject, however, to Buyer’s right of termination for convenience.
h. PACKAGING, PACKING LIST, AND BILL OF LADING AND DELIVERY. Seller shall be responsible for proper packaging, loading, and tie-down to prevent damage during transportation. Buyer’s weight and/or count will be accepted as nal and conclusive on all shipments not accompanied by a packing list. Delivery to Buyer shall be construed as the on dock date at Buyers facility (required date) as noted on PO. Buyer will not accept shipments prior to two weeks in advance of the required dock date unless otherwise authorized in writing.
All goods and services furnished hereunder will be subject to inspection and test by Buyer at all times and places and will be subject to Buyer’s final inspection and approval within a reasonable time after delivery. It is the supplier’s responsibility to ensure that all product, assembly, material and process specifications meet the latest revision levels.If Seller delivers non-conforming goods, Buyer may at its option and at Seller’s expense: (i) reject and return the goods for credit or refund; (ii) require Seller to promptly correct or replace the goods; (iii) correct the goods; or (iv) obtain replacement goods from another source. Seller shall not redeliver corrected or rejected goods without disclosing the former rejection or requirement for correction. Seller shall disclose any corrective action taken. Repair, replacement and other correction and redelivery shall be completed within the original delivery schedule or such later time as Buyer may reasonably direct. All costs, expenses and loss of value incurred as a result of or in connection with non-conformance and repair, replacement or other correction may be recovered from Seller by equitable price reduction or credit against any amounts that may be owed to Seller under this purchase order or another.Payment for any goods or services shall not be deemed acceptance and in no event shall Buyer incur any liability for payment for rejected goods or services.
By accepting this Purchase Order, Seller warrants that the goods and services furnished will be free from defects in materials and workmanship, merchantable and in full conformity with Buyer’s specifications, drawings, and data, and Seller’s descriptions, promises, or samples, and that such goods will be for the Buyer’s intended use, provided Seller has reason to know of such use, and that Seller will convey good title to the goods, free and clear from all liens, claims, and encumbrances. Upon Buyer’s request, Seller shall furnish Buyer with a formal waiver or release of all liens by Buyer and/or Buyer’s suppliers.Seller warrants that goods or services covered by this Purchase Order shall not infringe any patent, design, mask work, copyright or trademark, of any third party, either directly or contributory. Seller agrees to indemnify Buyer and hold Buyer harmless from and against all liability, loss, damage and expense, including reasonable counsel fees and costs of litigation, resulting from any claim of infringement and any litigation relating thereto. In the case where goods or a part thereof are held to constitute infringement and the use of the goods or a part thereof is enjoined, Seller shall, at the expense of Seller, either (i) procure for the Buyer the rights to continue to using the goods, (ii) replace the goods so that the goods become non-infringing, or (iii) retake the goods and refund the purchase price and transportation and installation cost of the goods to Buyer. Such obligations shall survive acceptance of the goods or services and payment therefore by Buyer.Where applicable, the Seller warrants that the goods covered by this Purchase Order are in compliance with all laws, regulations, rules, and orders relating to the importation of goods into the United States, the exportation of goods out of the country of origin, the transit of goods through intermediate countries and the sale and use or foreign made goods in the United States. Seller further warrants that it has obtained all permits, licenses, and certifications necessary for the goods to be exported out of the country of origin, imported in the United States, delivered to Buyer and used or sold within the United States.
k. TITLE; RISK OF LOSS.
Title shall pass to Buyer upon Buyer’s receipt of goods at destination. Risk of loss of all goods shall remain in Seller until receipt by Buyer at destination, unless otherwise specified in this Purchase Order, except for loss occasioned by gross negligence or willful neglect of Buyer or its customer.
l. CONFIDENTIALITY; LIMITED USE.
Unless otherwise agreed by Buyer in writing, Seller shall keep confidential and not disclose to any third party, any confidential and/or proprietary materials provided by Buyer to Seller in connection with Seller’s performance of this Purchase Order or prepared by Seller specifically for Buyer pursuant to this Purchase Order, including but not limited to any drawings, masters, software, specifications, raw materials, components, data, business information or plans, customer lists or other customer information (“Confidential Information”). Seller shall not make any copies of Confidential Information except as specifically authorized by Buyer in writing. At the completion of this Purchase Order, or upon Buyer’s request, Seller shall promptly return to Buyer all Confidential Information not consumed in the performance of this Purchase Order, together with any copies in Seller’s Possession. Seller shall use Confidential Information solely for Sellers performance of this Purchase Order for Buyer, and Seller shall not, without Buyer’s written consent, directly or indirectly use Confidential Information or information derived there from in performing services or providing goods for any other customer of Seller, or any other person or entity.
m. RESOLUTION OF CONFLICTS OR INCONSISTENCIES OCCURRING IN THE ORDER. It is Seller’s responsibility to comply with this Purchase Order and all referenced documents, and to clarify with Buyer any inconsistencies in any parts of the Purchase order or referenced documents. Should Seller fail to contact Buyer to resolve inconsistencies, Seller will be solely responsible for errors resulting from said inconsistencies. Where documents are referenced, the version at the time of order placement shall apply.
n. BUYER’S TERMS AND CONDITIONS APPLY.
Acknowledgment of the Purchase Order, shipment of any goods, or commencement of work pursuant to the Purchase Order shall be deemed an acceptance of these General Terms and Conditions. No modification of or release from this Purchase Order shall be binding unless agreed to in writing by the parties and specifically labeled as a modification or release. Unless specifically agreed to otherwise by Buyer and Seller, these terms and conditions supersede any submitted by Seller in any proposal or acknowledgment.
o. EXTRA CHARGES. No charges for extras or for cartage or boxing or storage will be allowed unless the same has been agreed upon in writing by Buyer. All goods must be forwarded in accordance with Buyer’s shipping instructions, otherwise the difference in freight rate will be charged to Seller.
No substitution of materials or accessories may be made without written permission from Buyer.
q. WORK PERFORMED ON BUYER’S OR BUYER’S CUSTOMER’S PREMISES.
If Seller’s work under the Purchase Order involves operations by Seller on the premises of Buyer or one of Buyer’s customers, Seller shall take all necessary precautions and such additional precautions as Buyer or Buyer’s customer may prescribe to prevent the occurrence of any injury to persons or property during the progress of such work and, except to the extent that any such injury is due solely and directly to Buyer’s or Buyer’s customer’s negligence, shall indemnify Buyer against all claims, liability, damage, or loss (including expenses and attorneys’ fees) which may result in any way from any act or omission of the Seller, or Seller’s agents, employees, or contractors; and shall maintain such public liability, property damage, and employer’s liability and compensation insurance as will protect Buyer and Buyer’s customer from said risks and from any claims under any applicable worker compensation and occupational disease acts.
Seller agrees to indemnify, defend, and hold Buyer harmless from and against all losses, damages, liability, actions, judgments, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and other expenses of litigation), suffered, incurred, or asserted by or against Buyer (i) by reason of Seller’s breach of a warranty, (ii) by reason of Seller’s breach of any term of this Purchase Order, or (iii) by reason of personal injury, including death, or property damage sustained by a third party, resulting from or arising out of an act or omission of Seller, or Seller’s agents, employees, or contractors in fulfillment of this Purchase Order.
s. CUMULATIVE REMEDIES; WAIVERS; SURVIVAL OF WARRANTIES.
The remedies herein reserved to Buyer shall be cumulative, and additional to any other or further remedies provided in law or equity. No waiver by Buyer of any term or condition of this Purchase Order shall be construed as a permanent waiver of such term or condition or of any other term or condition. Seller’s warranties shall survive the completion or cancellation of this Purchase Order.
t. GOVERNING LAW.
This Purchase Order shall be governed by the laws of the State of Nairobi County Assembly, Kenya in respect to the international law, except for its provisions regarding principles of conflicts of laws, and except to the extent that federal communications law shall apply. Any court action arising under this order shall be put fourth in High Court, Nairobi, Kenya., in either federal or state court, as is appropriate.
u. “GOODS” AND “SERVICES”.
The term “goods” as used herein means any and all materials, parts, products, machines, tooling, test equipment, technical data, computer software, computer software documentation, and other tangible items or documentary information furnished or required to be furnished by Seller under this order. The term “services” means any and all technical assistance, support, maintenance, consultation, construction work, and other effort furnished or required to be furnished by Seller under this order other than labor furnished in connection with the production of goods.
v. ENTIRE AGREEMENT
. Unless superseded by a specific signed agreement between Buyer and Seller, this agreement shall include the Purchase Order, these General Terms and Conditions, and all attachments referred to in the Purchase Order or in the General Terms and Conditions, and it shall constitute the entire agreement of the parties with regard to the subject matter contained herein. All other prior or contemporaneous representations, warranties, covenants, or agreements between Seller and Buyer, or their representatives, with respect to the subject matter are hereby superseded. The term “Purchase Order” as used herein means the rest and continuation pages of Proponent’s completed Purchase Order form, including any special provisions contained therein. This agreement may not be modified except by mutual written agreement of the parties.
w. DISPUTES/ATTORNEY’S FEES CLAUSE.
Disputes/Attorney’s Fees. Any dispute that arises under or it related to this purchase order that cannot be settled by mutual agreement of the parties may be decided by a court of competent jurisdiction, and the parties agree to and consent to Jurisdiction in Orange County California. Pending final resolution of any dispute, Seller shall proceed with performance of this purchase order according to Buyer’s instructions so long as Buyer continues to pay amounts not in dispute. The prevailing party in any action led regarding this order shall be entitled to recover its attorney’s fees as a part of the claim.
x. ANTI-KICKBACK CLAUSE.
Gratuities/Kickbacks. Seller agrees not to provide or offer any representative, officer, director or employee of the Buyer, or any member of such persons family, any favors, gifts, gratuities or favorable treatment for the purpose of securing this purchase order or any future business opportunities.
y. NEW MATERIALS.
The work to be delivered hereunder shall consist of new materials, no used, or reconditioned, or of such age as to impair its usefulness of safety.
z. REACH COMPLIANCE.
Proponent is committed to compliance with the European Union’s Registration, Evaluation, and Authorization of Chemicals Directive (REACH) that came into force on June 1, 2007. The objective of REACH is to improve the protection of human health and the environment by placing greater responsibility on industry to identify and manage the risks from certain substances and to provide safety information on those materials. Its scope covers goods imported to or produced within the European Union (EU). In particular, REACH requires registration when certain materials, whether used alone or within an article, are imported into or produced within the EU to the extent that the amount of any such material exceeds 1 metric ton per year and the material is present in concentrations above 0.1% wt/wt per article. At present, the materials subject to this directive are those that were identified by the European Chemical Agency (ECHA), on their list of substances considered “Substances of Very High Concern” (SVHC). Proponent has completed a preliminary evaluation and believes that none of our products contain any of the identified SVHCs in amounts that exceed those thresholds, thus NO REGISTRATION IS REQUIRED. However, as a responsible supplier we will continue to monitor our products, processes and vendors for compliance on an ongoing basis, and are committed to meeting the spirit of this regulation for shipments worldwide, including shipments to countries beyond the EU. Should you be aware of any of your products having registration or other reporting requirements specified in REACH please contact the Proponent buyer with details. Otherwise we are taking the position your products are unaffected. If you require further information on the REACH directive and how it may affect our products, please contact us.
a-2. CONFLICT MINERALS COMPLIANCE.
Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the Securities and Exchange Commission Rules adopted in connection therewith, require certain corporations to report the use of “Conflict Minerals” in the manufacture of their products. Generally, Conflict Minerals collectively refers to cassiterite, columbite, tantalite, gold, wolframite, or their derivatives, including tantalum, tin and tungsten, which originate from the Democratic Republic of the Congo or specified adjoining countries. Proponent, as a privately held corporation, is not subject to the Conflict Minerals rules and reporting requirements. However, we understand that our customers may be, and we are committed to helping our customers comply with their reporting requirements. In order to determine if our manufactured products contain Conflict Minerals, we have conducted a survey of our key suppliers to ascertain their use of any Conflict Minerals in the materials they supply to us. The results of that survey demonstrate that our key suppliers do not use Conflict Minerals in the materials they supply to us. Consequently, we can in turn represent that, to the best of our knowledge, our products do not contain Conflict Minerals. We will continue to work with our key suppliers to ensure that we are able to identify the use of Conflict Minerals in our supply chain, and the representations made in this compliance statement remain accurate. To that end, we reserve the right to amend this statement at any time based on subsequent developments or information. Should you become aware of any of your products having Conflict Minerals please contact the Proponent buyer with details. If you have any other questions or concerns regarding this statement, please do not hesitate to contact us.
b-2. CLASS I OZONE DEPLETING CHEMICALS.
Class I Ozone depleting chemicals (as defined by the EPA) are not to be used nor incorporated in any items to be delivered under this contract. This prohibition supersedes all specification requirements but does not alleviate any product requirements. Substitute chemicals must be submitted for approval unless they are authorized by the specification requirements.Rev 01- 04-2018
c-2. EXTERNAL PROVIDERS AWARENESS.
Providers are to ensure that they have a process in place to make persons aware of: a. Their contribution to product or service conformity b. Their contribution to product safety c. The importance of ethical behavior
Methods of communication for any means of acknowledgement, update, requesting change, correction, or addition shall be in writing. Additional criteria regarding communications is as follows: (i). All communications, requested documents, notifications, acknowledgements, certifications, reports shall be in English. (i). External providers shall inform Proponent within 24 hours of discovery of suspected nonconforming product or material having been shipped regardless of destination. (iii). External providers shall inform Proponent of any changes in its certification, registration, or accreditation within 48 hours of receiving notification of the change.
Last updated: 2019
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