Worldwide Solutions Group DBA Nelson Miller Group

  1. Definitions. As used herein, the following terms have the meanings indicated:
  2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Buyer or Seller, as applicable. “Control”, for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
  3. Buyer” means the entity, Worldwide Solutions Group Inc. dba Nelson Miller Group or any of its Subsidiaries or Affiliates, as applicable, as indicated as purchaser on the Order.
  4. Items” means goods and/or services provided or sold to Buyer from Seller pursuant to an Order.
  5. Order” means a transmission of a purchase order; purchase order release specifying specific quantities, shipping dates or delivery dates; or purchase order revision by Buyer to Seller electronically through a computer network or otherwise, by mail of hard copy, or by such other means as may be agreed by Buyer and Seller in writing, containing information evidencing a commitment by Buyer to purchase Items from Seller.
  6. Seller” means Nelson Nameplate Company dba Nelson Miller Group, or any of its Subsidiaries or Affiliates, as applicable, as indicated as supplier on the Order.
  7. “Subsidiary” means any entity in which Buyer or Seller, as applicable, owns 50% or more of the voting interests of the subject entity.
  8. Terms and Conditions” mean these Standard Purchase Order Terms and Conditions.
  9. Acceptance of Order. Any Order referencing these Terms and Conditions is an offer by Buyer to Seller to enter into the purchase agreement described by such Order. Seller shall be deemed to have agreed to and accepted the Order (including any specifications or requirements stated therein) and these Terms and Conditions when Seller:
  10. executes and returns a signed writing indicating its intent to be bound by the Order; or
  11. delivers to Buyer any of the Items ordered; or
  12. renders for Buyer any of the services ordered (where Items ordered are, or include, services). Products are deemed accepted by Buyer unless Buyer notifies Seller in writing within ten (10) days of delivery of Items for Item shortages, damage or defect. Buyer shall make no return of any Items for any reason without a Return Materials Authorization (“RMA”) issued by Seller. If Buyer refuses to accept tender or delivery of any Items or returns any Items without the proper RMA, such Items will be held by Seller awaiting Buyer’s instruction for twenty (20) days. After this waiting period, Seller may deem the Items abandoned and dispose of them as Seller sees fit, without crediting Buyer’s account. These Terms and Conditions, and not any Order or other Buyer document (which, if construed to be an offer is hereby rejected), will be deemed an offer or counter offer and is a rejection of any other terms or conditions. Buyer, by accepting any Items, making any payments or ordering any Items having previously received these Terms and Conditions, will be deemed to have assented to these Terms and Conditions, notwithstanding any terms contained in any prior or later communication from Buyer and whether or not Seller will specifically or expressly object to any of Buyer’s terms. Seller’s failure to object to any document, communication or act of Buyer will not be deemed a waiver of any of these Terms and Conditions. Buyer waives any right to contest the validity of these Terms and Conditions, or assert that they are void for any reason, upon Seller’s acceptance of the Order(s) referencing these Terms and Conditions. Seller reserves the right to update or modify these Terms and Conditions, at its sole discretion, from time to time, without prior notice to Buyer. Buyer hereby assumes an affirmative obligation to request and review Seller’s then-current terms and conditions. Each Order shall be subject to the terms and conditions in effect on the date of the Order.
  13. Prices. Unless otherwise stated on Seller’s proposal, quote or invoice: (a) prices are for Items only and do not include taxes, freight, duties, tariffs or any other charges or fees for additional services (collectively “Additional Fees”); and (b) Buyer shall pay any Additional Fees. Seller may change prices for any reason prior to delivery, including, but not limited to, because of a manufacturer price increase, a change in an exchange rate, or a Seller quoting error. Seller reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or Order by reason of Buyer’s creditworthiness or should Buyer fail to fulfill any obligation when due. 
  14. Change Orders. Without Seller’s prior written permission, Buyer may not suspend performance hereunder, increase or decrease the ordered quantities, change the scheduled delivery date, or make changes in applicable drawings, designs, or specifications, method of shipment or packing, and/or place of delivery of any Items in an Order. Any requested changes to an Order by Buyer may result in an increase in the cost or the time required by Seller for performance of the Order. Upon receipt of Buyer’s request for a modification to an Order, Seller will notify Buyer in writing of the changed terms, and Buyer will be responsible for any increase in cost. Seller will proceed to supply the Items contracted for under an Order as so changed upon written confirmation from Buyer as to the revised terms.
  15. Amendment; Governing Law. Seller reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or Order by reason of Buyer’s creditworthiness or should Buyer fail to fulfill any obligation when due. No agreement or understanding to modify or supplement any Order or these Terms and Conditions shall be binding upon Seller unless in writing and signed by authorized agents of Seller, which writing must specifically acknowledge that these Terms and Conditions are superseded by such agreement or understanding. These Terms and Conditions and any Order shall be governed by and construed under the laws of the Commonwealth of Virginia without reference to Virginia’s conflict of laws principles.
  16. Termination. Seller may terminate or suspend any Order and/or any agreement governing or relating to an Order, in whole or in part, without cause, for Seller’s convenience by providing written notice to Buyer (“Notice of Termination”).  Upon receipt of a Notice of Termination, Seller shall (i) stop work under the Order on the date and to the extent specified in the Notice of Termination, and (ii) complete performance of only the part of the Order that has not been terminated by the Notice of Termination. Buyer will pay for the Items delivered under a modified or partially terminated Order and for services properly performed through the date of any termination for convenience. If Buyer believes Seller has failed to fully to perform its obligations under an Order (a “Breach”), Buyer will provide written notice to Seller, that in Buyer’s good faith opinion Seller has (i) failed to make delivery of the Items within the specified time, or any extension thereof; (ii) failed to replace or correct defective Items as directed by Buyer; (iii) failed to perform any of the provisions of the Order; or (iv) failed to make progress under the Order so as to endanger performance in accordance with its terms. Upon receipt of such written notice of a Breach, Seller shall have thirty (30) calendar days after receiving such written notice to cure the Breach.
  17. Shipping. In the absence of a prior written agreement as to shipping, Seller may select a carrier. Seller’s responsibility for any loss or damage ends, and title passes, when products are delivered to the carrier, to Buyer, or to Buyer’s agent (including, without limitation, any test house or value-added service provider), whichever occurs first. Buyer will pay for storage charges if Seller holds products at Buyer’s request pending instructions or rescheduled delivery. Freight charges may be constructed on the basis of standard carrier tariffs and may not reflect actual transportation costs. Seller’s delivery dates are estimates only and subject to Seller’s timely receipt of supplies. Seller is not liable for delays in delivery, for partial or early deliveries and Buyer shall accept delivery. Buyer may not cancel any other Orders based on delayed delivery of any part of an Order.
  18. Limited Warranty. Within thirty (30) days after receipt of each shipment of Items, Buyer shall have the right to examine and test the Items to determine if there is any damage, defect, or shortage. All claims for any damage, defect, or shortage, or for any cause whatsoever (whether the claim is based in contract, negligence, strict liability, other tort, or otherwise) shall be deemed waived unless made in writing and received by Seller within thirty (30) days after Buyer’s receipt of the Items, or, if the claim is for non-delivery of Items, within thirty (30) days after the date the Items were to be delivered. Any claim not reasonably discoverable within the aforementioned thirty (30) day period (including a claim discoverable only in processing, further manufacture, other use, or resale) must be made in writing and received by the Seller within sixty (60) days after Buyer’s receipt of the Items. Failure of Seller to receive written notice of any such claim within the applicable time period shall be deemed an absolute and unconditional waiver by Buyer of the claim regardless of whether the facts giving rise to the claim shall have been discovered or whether processing, further manufacture, other use, or resale of goods shall have taken place. Any software or other intellectual property included in or relating to products is supplied by its manufacturer or licensor. Seller makes no representation or warranty with respect thereto and will have no liability in connection therewith. Buyer agrees to comply with all requirements with regard to proprietary and similar rights in and to any intellectual property (including any requirement to enter into a separate license agreement and prohibitions against duplicating or disclosing the same), even if Seller has broken the seal on any “shrink wrapped” software. If Buyer provides Seller with any intellectual property, Buyer warrants that it has all necessary legal rights to such property. Buyer will indemnify Seller against and hold it harmless from any and all liability, cost or expense arising from a breach or purported breach of the requirements described in this section. Except for the limited warranty coverage as set forth above, NEITHER SELLER NOR ITS SUPPLIERS WILL HAVE ANY LIABILITY OR OBLIGATION TO BUYER OR ANY OTHER PERSON FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE CAUSED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY THE INADEQUACY OF ANY ITEMS FOR ANY PURPOSE, BY ANY DEFICIENCY OR DEFECT IN ANY ITEM (WHETHER OR NOT COVERED BY ANY WARRANTY), BY THE USE OR PERFORMANCE OF ANY ITMES OR BY ANY FAILURE OR DELAY IN SELLER’S PERFORMANCE HEREUNDER, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR LOSS OF BUSINESS OR PROFIT, WHETHER OR NOT BUYER WILL HAVE INFORMED SELLER OF THE POSSIBILITY OR LIKELIHOOD OF ANY SUCH DAMAGES. Item Return. Buyer may return Items to Seller only with a return material authorization (“RMA”) number issued by Seller. For any returns for product warranty, Buyer must notify Seller in writing stating the specific Item defect within the Item’s manufacturer’s warranty period, if applicable, or within Seller’s limited warranty period, if applicable. Seller will only issue a  RMA if the defect is created solely by Seller or the original manufacturer, and only if Buyer meets the notice requirement. Seller will not grant RMAs for damage, shortage, or other discrepancy created by Buyer, the carrier or freight provider, or any other third party. Upon receiving the RMA, Buyer must return the Items to Seller in compliance with Seller’s instructions in the RMA. Seller may assess all Items returned by Buyer via RMA. If Seller determines such Items are not eligible for return, Seller will send such Items back to Buyer on a freight collect basis, or hold such Items for Buyer’s collection and on account at Buyer’s expense. If Buyer refuses to accept tender or delivery of any Items or returns any Items without the proper RAMA, Seller will hold such Items awaiting Buyer’s instruction for twenty (20) days. After this waiting period, Seller may deem the Items abandoned and dispose of them as Seller sees fit, without crediting Buyer’s account.
  19. Specifications. The performance of any value-added service may void any manufacturer’s warranty and render products non-returnable. Orders incorporating such services are, accordingly, non-cancelable and the products are non-returnable. Any third party value added service provider is deemed to be an agent of Buyer.
  20. Indemnities. Unless specifically otherwise agreed in writing by Seller, Buyer acknowledges that Items sold by Seller are not intended for, authorized, and will not be used in life support systems, human implantation, nuclear facilities or systems or any other application where product failure could lead to loss of life, personal injury, or catastrophic property damage. Buyer will indemnify and hold Seller harmless from any loss, cost or damage resulting from Buyer’s breach of the provisions of this section. 
  21. Infringement. If any Items provided by Seller become, or in Seller’s opinion are reasonably likely to become, the subject of an infringement or misappropriation claim, Seller will notify Buyer of the issue as to Buyer’s continued use of the item.
  22. Payment Terms and Invoices. Seller will submit all invoices to Buyer at the address designated on the applicable Order. Except as otherwise set forth on the front of an invoice or acknowledgment, terms of payment are net thirty (30) days from invoice date; prices are FOB Seller’s facility (as defined in the Uniform Commercial Code); and prices do not include any taxes, freight, handling, duty or other similar charges, payment of which will be the sole responsibility of Buyer. Prices are conditioned upon timely payment and any past due balance will accrue interest at the monthly rate of one and one-half percent. If Buyer defaults on any payment, Seller may reschedule or cancel any outstanding delivery or Order and declare all outstanding invoices due and payable immediately. Prices are subject to change in response to supplier price increases or if a price has been quoted in error, whereupon Buyer may cancel the undelivered portion of any affected order by delivering written notice to Seller prior to the shipment thereof and within ten (10) days of its receipt of notice of the price change. In order to defray the cost of Buyer account administration, any credit balance or other sum owed to Buyer which remains unclaimed by Buyer for a period of twelve (12) months will become the property of Seller.  
  23. Seller’s Security Interest. Seller retains a purchase money security interest in all Items sold by Seller to Buyer, and in the proceeds of any resale of such Items, until the purchase price and any other charges due to Seller have been paid in full. Upon any breach by Buyer of these Terms and Conditions, Seller will have all rights and remedies of a secured party under applicable law, which rights and remedies will be cumulative and not exclusive. Buyer is responsible for all costs and expenses incurred by Seller in collecting any sums owing by Buyer (which may include, but are not limited to, collection agency and reasonable attorneys’ fees). Once Items are processed or combined with other items (“Processed Items”), Seller’s retained security interest transfers to a share in the title in the Processed Products reflecting the value of the Items relative to the value of the Processed Items. This section does not apply to sales of software.
  24. Insurance. Unless specified otherwise on an Order, Seller will at all times during the term of the Order, at its own cost and expense, carry and maintain the insurance coverage listed in this Section, in the specified minimum amounts, with insurers acceptable to Buyer acting reasonably. Seller will not begin delivery of any Items to Buyer until Seller has fulfilled all insurance requirements of this Section: (1) Workers Compensation and Employers Liability Insurance in compliance with the statutory requirements of all applicable state, provincial and federal laws – $100,000 per occurrence; (2) Comprehensive General Liability Insurance (CGL) for bodily injury, death, or property damage – combined single limit of $1,000,000 per occurrence/aggregate, including blanket contractual, contractor protective, products, and completed operations liability, and broad form CGL endorsements; (3) Comprehensive Automobile Liability for bodily injury and property damage – combined single limit of $1,000,000; and (4) Excess Liability – $1,000,000 excess of above coverages. At Buyer’s request, Seller will provide Buyer a certificate of insurance that certifies that the above policies are in full force and effect.
  25. Confidential Information; Proprietary Rights. Buyer shall take all necessary steps to protect Seller Confidential Information (as defined below) with at least the same degree of care that Buyer uses to protect its own confidential and proprietary information of like kind, but in no event less than reasonable care. “Seller Confidential Information” means all information relating to Seller’s products or operations that is disclosed to Buyer or created during the performance of any Order. Seller Confidential Information includes all business or technical information that is disclosed to Buyer, directly or indirectly, in writing, orally or visually, but does not include information that (a) was already in Buyer’s possession before its receipt from Seller without restriction on its use or disclosure, (b) is or becomes available to the general public through no act or fault of Buyer, or (c) is rightfully disclosed to Buyer by a third party without restriction on its use or disclosure. Except as otherwise expressly agreed to in writing by Seller, Buyer shall not (i) use any Seller Confidential Information except to conduct business with Seller or (ii) disclose to any third party any Seller Confidential Information, except to conduct business with Seller, in which event Buyer shall (A) first ensure that such third party has signed a written confidentiality agreement having terms at least as restrictive as the terms of this Section and (B) Seller has consented in writing to such disclosure. At any time, upon Seller’s request, Buyer shall promptly return or destroy any media containing any Seller Confidential Information. Should Buyer disclose any confidential or proprietary information about Buyer (“Buyer’s Confidential Information”), then Seller shall hold and safeguard such Buyer’s Confidential Information by using the same degree of care it uses to protect its own confidential information. 
  26. Compliance with Laws. Seller represents that Seller complies with all applicable requirements of Sections 6, 7 and 15 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.
  27. Assignment. Seller may assign accounts receivable to its Subsidiaries and Affiliates. No Order or Buyer obligation may be cancelled, rescheduled, reconfigured, or assigned without Seller’s prior written authorization and, in such event; Buyer will be liable to Seller for any additional costs and expenses incurred by Seller. Any purported assignment in violation of the preceding sentence will be null and void. It is understood and agreed that these Terms and Conditions shall be binding upon and inure to the benefit of the parties and their respective parent(s), subsidiaries, affiliates, representatives, attorneys, agents, successors, and permitted assigns. There are no third-party beneficiaries to this Order. This Order shall not confer any rights or remedies upon any person other than the Buyer and Seller, and to the extent expressly set forth herein, their subsidiaries, affiliates, and their respective successors, and permitted assigns.
  28. Set Off. In addition to any right of setoff or recoupment provided by law, Seller, at any time and without notice, shall have the right to offset any sum owed by Seller or Seller’s Subsidiaries or Affiliates to Buyer against any sum owed by Buyer to Seller or Seller’s Subsidiaries or Affiliates (or its assignee or financing institution) arising out of this or any other transaction between Buyer or Buyer’s Subsidiaries or Affiliates and Seller or Seller’s Subsidiaries or Affiliates.
  29. Use of Items. Buyer shall comply with the manufacturer’s Item specifications.  Items are not authorized for use in life support systems, human implantation, nuclear facilities or any other application where Item failure could lead to loss of life or property damage. If Buyer uses or sells the Items for use in such applications or fails to comply with the manufacturer’s Item specifications, Buyer acknowledges that such use, sale, or non-compliance is at Buyer’s sole risk.  Buyer shall indemnify, defend and hold Seller harmless from any claims based on: (i) Seller’s compliance with Buyer’s designs, specifications, or instructions, (ii) modification of any Item by anyone other than Seller, or (iii) use of Items in combination with other products or in violation of this clause.
  30. Resale Restriction. Items may be subject to export or resale restriction or regulation, and Buyer acknowledges that it will comply with such restrictions and regulations. Any statement as to product country of origin, Export Control Classification Number, or compliance with applicable law (including, without limitation, that products are lead-free or RoHS compliant) is as provided to Seller by its suppliers, and Seller does not warrant its accuracy and will not be liable for any error with regard to same. Buyer uses such information at its own risk.
  31. Disputes. Buyer and Seller agree to first enter into negotiations to resolve any controversy, claim or dispute (“Dispute”) arising under or relating to this Order. The parties agree to negotiate in good faith to reach a mutually agreeable resolution of such Dispute within a reasonable period of time. If good faith negotiations are unsuccessful, Buyer and Seller agree to resolve the Dispute by binding and final arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall take place in the City of Charlottesville, Commonwealth of Virginia. The arbitrator(s) shall be bound to follow the provisions of this Order in resolving the Dispute, and may not award punitive damages. The decision of the arbitrator(s) shall be final and binding on the parties, and any award of the arbitrator(s) may be entered or enforced in any court of competent jurisdiction. 
  32. Buyer’s Remedy. BUYER’S EXCLUSIVE REMEDY SHALL BE FOR DAMAGES AND SELLER’S TOTAL LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CLAIM WHATSOEVER (WHETHER THE CLAIM IS BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE ITEMS IN RESPECT TO WHICH THE CLAIM ARISES OR, AT SELLER’S OPTION, THE REPAIR OR REPLACEMENT OF THE GOODS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM ANY CLAIM (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS LOSSES, DAMAGE TO PROPERTY, OR ANY LAIBILITY OF BUYER TO ITS BUYERS OR THIRD PARTIES). In no event is Seller liable to Buyer or any third party for any liability, claims, obligations, damages, costs, or expenses, including without limitation, any direct, indirect, special, incidental, or consequential damages (including lost profits, business losses, personal property damage, personal injury, and death) arising out of or relating to the sale of Items by Seller to Buyer or any related services provided to Buyer. Seller is not liable for, and Buyer assumes liability for, all personal injury and property damage connected with the handling, transportation, possession, processing, repackaging, further manufacture, or other use or resale of Items, whether the Items are used along or in combination with any other material.
  33. Change in Ownership and Control. During the term of the applicable Order(s), if there is a change in the ownership or control of Buyer or a parent company of Buyer, Seller shall have the option of terminating the Order(s) immediately by giving written notice thereof. For purposes of this section, a change in the ownership and control of Buyer or a parent company of Buyer, as appropriate, shall be deemed to have occurred if and when any one or more persons acting individually or jointly purchases substantially all of the assets of Buyer or a parent company of Buyer or is or becomes a beneficial owner, directly or indirectly, of securities representing fifty percent (50%) or more of the combined voting power of the then outstanding securities of Buyer or the parent company of Buyer.
  34. Bankruptcy. If (i) Seller becomes bankrupt, or makes or files a proposal, a notice of intention to make a proposal or an assignment for the benefit of creditors under any bankruptcy and/or insolvency laws a petition in bankruptcy is filed against the Seller or a receiver, trustee, custodian or other similar official is appointed in respect of Seller or of any of its assets; or (ii) Seller becomes insolvent, is generally not paying its debts as they become due, discontinues its usual business, dies, or if proceedings are initiated under any legislation by or against Seller to dissolve, wind-up or liquidate Seller or in respect of the reorganization, arrangement or compromise of its debts, Seller may, at its option, cancel any Order without any liability.
  35. Time is of the Essence. Time is of the essence in performance of Buyer’s obligations pursuant to these Terms and Conditions and any Orders.
  36. Severability; No Waiver. Invalidation of any of the provisions contained in these Terms and Conditions, or the application of such invalidation thereof to any person, by legislation, judgment, or court order shall in no way affect any of the other provisions hereof or the application thereof to any other person, and the same shall remain in full force and effect, unless enforcement as so modified would be unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes hereof. No failure of either party to enforce at any time any of the provisions of any Order or these Terms and Conditions, or any rights or remedies with respect thereto, or to exercise any election herein provided, shall constitute a waiver of any such provision, right, remedy, or election or in any way affect the validity thereof or of these Terms and Conditions. The exercise by either party of any of its rights, remedies, or elections under an Order or these Terms and Conditions shall not preclude or prejudice such party’s right to exercise at any other time the same or any other right, remedy, or election it may have.
  37. Force Majeure. Any failure or omission by Seller in performance of its obligation under this Order shall not be deemed a breach or create any liability for damages or other relief if it arises from any cause or causes beyond the reasonable control of Seller, including, without limitation, acts of God, floods, fires, severe weather, explosions, earthquakes, natural disaster, acts of public enemy, war, terrorism, rebellion, insurrection, strike, riot, sabotage, invasion, governmental interference or embargo, accident, epidemic, pandemic, quarantine, fuel shortage, power, materials or supplies, delay in delivery by Seller’s suppliers or any other cause or causes beyond Seller’s reasonable control (collectively, a “Force Majeure Event”).  In the event Seller shall be delayed or hindered in or prevented from performance of any act required hereunder by reason of a Force Majeure event, then performance of such act shall be excused for the period of delay and the period for the performance of such act shall be excused for the period of delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. Seller reserves the right to cancel without liability any Order, the shipment of which is or may be delayed for more than thirty (30) days by reason of any Force Majeure Event. Seller reserves the right to allocate in its sole discretion among its various buyers or potential buyers, or defer or delay the shipment of, any Items which is in short supply.
  38. Intellectual Property Ownership. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), and all trade dress, trade names, logos, corporate names, domain names, trademarks, service marks, trade secrets, know-how and other confidential information, together with all derivative works and all goodwill associated therewith, and all other rights in and to all Items, including documents, work product, drawings, designs, prototypes, samples, prints, and other materials that Seller delivers to Buyer or that are prepared by or on behalf of Seller in the course of performing under an Order (“Seller IP”), shall be owned by Seller.  Except as otherwise expressly and specifically provided, no license, transfer or assignment of Seller IP shall occur as a result of Seller performing under an Order. Buyer acknowledges and agrees that any Seller IP provided to Buyer is being provided solely for the purpose of facilitating the placing of Orders by Buyer with Seller, and Buyer may not use Seller’s IP for any other purpose whatsoever, including, without limitation, to reverse engineer an Item, prototype or sample or to source any product or services from any supplier other than Seller. Buyer warrants that any trademark Buyer requests Seller to affix to any Item is owned or authorized for use by Buyer.
  39. License Restriction. All rights in technical data and software owned or licensed by Seller or the manufacturer are hereby reserved and deemed restricted or limited.
  40. Agreement with the United States Government. If an Order is placed under a contract with the United States Government, Seller agrees to comply only with those contract provisions and regulations with which, pursuant to law, it must comply and of which Buyer has, at the time of the Order, placed Seller on written notice. In no event will United States Government Cost Accounting Standards apply.
  41. UN Convention on Contracts for International Sale of Goods. The United Nations Convention on Contracts for the International Sale of Goods, the United Nations Convention on the Limitation Period in the International Sale of Goods of 1974, and Protocol of 1988 (amending the Limitation Period Convention) shall not be applicable to any transaction pursuant to these Terms and Conditions.
  42. Independent Contractor. To the extent this Order calls for the provision of services, Buyer and Seller intend that an independent contractor relationship be created by this Order and nothing herein or done pursuant hereto shall be construed as creating an employer/employee relationship, partnership, joint venture, or other business group or concerted action. Seller shall pay for the services of all of its directors, officers, employees, agents, subcontractors, and/or representatives (including, without limitation, all salaries, taxes, insurance, fringe benefits, or other costs and expenses of any kind), and shall be solely responsible for the means and methods used by such directors, officers, employees, agents, subcontractors, or representatives and for maintaining control, direction and supervision of same in the performance of any services hereunder.
  43. Survival. These Terms and Conditions, which expressly or by their nature continue to apply after the Order shall survive the termination or expiration of the Order.
  44. Entire Agreement. These Terms and Conditions along with the applicable Order and any other specifications or requirements transmitted by Buyer to Seller in writing in connection therewith which specifically references the applicable Order constitutes the entire agreement between the Seller and Buyer with respect to the matters contained therein and supersedes all prior oral or written representations and agreements. The provisions of these Terms and Conditions shall control in the event of a conflict between the Order and these Terms and Conditions.