REVISED AND EFFECTIVE FOR ALL ORDERS ACCEPTED ON AND AFTER 22 APRIL 2020
Terms and Conditions - Manufacturing
QUOTES AND ORDERS ARE SUBJECT TO THE SAMTEC TERMS AND CONDITIONS OF SALE APPEARING HEREIN
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The terms and conditions in this agreement (“Agreement”) shall supersede any and all provisions, terms and conditions contained in or on any RFQ, purchase order, confirmation order, or other correspondence or documents ("Buyer's Documents") of the party submitting an order or request for quotation ("Buyer"), and Samtec, Inc. ("Seller") expressly rejects any such terms of Buyer. The rights of the parties shall be governed exclusively by the terms and conditions of this Agreement applicable at the time of Seller's acceptance of Buyer's purchase order. The terms of this Agreement may not be modified except in a writing signed by both Buyer and Seller. Seller makes no representations or warranties covering this order except as expressly contained herein.
Seller manufactures catalog products (“Products”) built to Seller's standards and requirements. A customer's specific requirements and standards shall not be applicable unless they are added into and fully represented in Seller's drawings by agreement of Seller. Notes in Buyer's Documents stating or requesting anything to the contrary of what is identified in Seller's drawings are nullified.
Freight and Delivery
Prices are based on freight terms Ex Works (EXW) Seller's named manufacturing facility per Incoterms 2010. Delivery of Products to the common carrier or licensed trucker shall constitute delivery to Buyer. Title and risk of loss or damage in transit shall transfer to Buyer upon delivery.
Prices are based on the total release quantity used for the Quote. All prices are subject to adjustment by Seller on July 1st and January 1st each year (“Price Adjustment Dates”). All open backlog and unshipped orders that are not scheduled to ship within ninety (90) days beyond the Price Adjustment Date (and within normal lead times) shall be adjusted to the new Price automatically. Delays solely caused by the Seller shall not affect Buyer’s pricing. This section does not apply to pricing for High Data Rate (HDR) Cable, Optical Cable, Glass Core Technologies, and/or Custom Products, which shall adhere to their own pricing quotes and policies. Regardless of the foregoing, Samtec reserves the right to make adjustments to price outside of the scheduled bi-annual price adjustment dates in response to significant circumstances affecting prices not within Samtec’s control.
Order Cancellation and Pushout Policy
Samtec's policy for order cancellations and order push-outs are as follows:
The buyer may not cancel any purchase order or pushout the deliveries for Products after Seller's acceptance of the purchase order within sixty (60) days of the due date. Modifications in schedule made by Seller will not affect customer pricing. (See Price and Schedule Changes, at https://www.samtec.com/about/legal#price-schedule-changes).
Certain products such as High Data Rate (HDR) Cable, Optical Cable, Glass Core Technologies and Custom Products will be reviewed on a case by case basis, due to pipelined materials.
These changes supersede any and all prior Samtec policies and customer contracts that are currently in effect and will continue to apply until further notice.
A surcharge will be added to each invoice equal to 15% of the sale price for all products with China as the country of origin and for which Samtec is the importer of record responsible for the payment of tariffs.
Payment Terms and Revocation of Credit
Invoice payment terms shall be net 30 days from invoice date. Seller reserves the right at any time to revoke any credit extended to Buyer because of Buyer's failure to pay any invoice when due or for any other reason deemed good and sufficient by Seller, and in such event all subsequent shipments shall be paid for on delivery. Buyer shall pay the full amount of Seller's invoice in U.S. dollars to arrive no later than thirty (30) days after the invoice date, excluding cancellation charges. Seller shall have the continuing right to approve Buyer's credit and payment terms and may, at any time, demand advance payment or satisfactory security, such as, but not limited to, a confirmed, irrevocable letter of credit (in a form acceptable to Seller) or a written guarantee of prompt payment.
Prices for Products specified herein are exclusive of all city, state and federal excise taxes, including, but without limiting the generality of the foregoing, taxes on manufacture, sales, receipts, gross income, occupation, use, and similar taxes. Buyer shall be responsible for payment of any applicable sales and/or excise taxes arising from the purchase of Products from Seller.
Performance of orders and contracts, and delivery and shipment of Products are subject to, and contingent upon, delay directly or indirectly caused by, or in any manner arising from, fires, floods, accidents, riots, acts of God, war, acts of terrorism, government interference, embargoes, priorities, regulations, orders and restrictions, strikes, labor difficulties, shortages of labor, fuel, power, materials or supplies, transportation delays, Seller's production schedules, or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond Seller's control and Seller shall not be liable for any loss or damage suffered by Buyer arising therefrom.
Seller shall have the right, in the event of the happening of any of the above contingencies, at its option, to cancel this order or contract or any part thereof without any resulting liability.
All shipments by Seller may be up to 10% over the exact quantity ordered by Buyer. Seller will not charge Buyer for this overage. Seller reserves the right to make delivery in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Seller reserves the right to add freight costs to any invoice for partial shipments that are made pursuant to the request of Buyer to the extent not already covered in Seller's quotation.
Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries.
Seller, and its affiliates and subsidiaries, collect and retain personal data relating to our customers. For general business and record maintenance purposes, Seller keeps and processes information concerning Personally Identifiable Information (PII). Seller is committed to being transparent about how we collect and use your data and also to meeting our data protection obligations. The personal data we hold about you will be processed only as necessary for business related purposes and to address legal requirements.
Any questions or specific requests pertaining to the privacy of your PII should be directed to email@example.com.
If Buyer uses Seller's Products which do not have either (i) an ACD product part number, or (ii) a part number which has an "A-" prefix (ex. "A- ###-##-##..."), in or for the automotive industry or in other applications having specific requirements, then Buyer agrees it shall not use these Products in automotive scorecard evaluations and agrees to waive Seller's obligations under IATF 16949 or any customer specific requirements. Refer to Seller's Quality page for details.
Express Limited Product Warranty
Seller warrants to Buyer for a period of (a) six (6) months from the date of delivery of Products to Buyer, or (b) in the case of optical Products, one (1) year from the date of delivery to Buyer (such period, the “Warranty Period”) that subject to Seller's published tolerances (i) the Products shall conform to the Seller's specifications for the Products as of the date of delivery of the Products to Buyer, and (ii) the Products shall be free from material defects in materials and manufacturing.
Seller's sole liability in the event that any Products do not conform to the foregoing warranties during the Warranty Period as confirmed by Seller shall be, at Seller's option, to replace or repair such nonconforming Products to a condition as warranted, or if such Product cannot be repaired or replaced, to refund Buyer for the purchase price thereof. Seller may request that Buyer return samples of alleged nonconforming Products in order to assist Seller in confirming such nonconformance as a condition of Seller's performance of its obligations under this limited warranty. The foregoing warranties shall not apply to any Products which fail as a result of (i) any modification made by Buyer or its customer, (ii) improper degree of care in handling or damage caused by anyone other than Seller, or (iii) use or installation in any manner or application not approved by Seller. In addition, in no event will Seller be responsible for any claims or costs related to labor, rework, transportation, or other expense incurred by Buyer without prior written approval from Seller.
Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS OR ANY COMPONENTS. SELLER DOES NOT WARRANT OR GUARANTEE ANY TECHNICAL ADVICE GIVEN BY IT IN CONNECTION WITH THE INSTALLATION OR THE USE OF PRODUCTS SOLD HEREUNDER. ANY SUCH ADVICE IS PROVIDED BY SELLER WITH NO WARRANTY. IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, OR LOSS OF USE) ARISING OUT OF ANY PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE THEORY BE BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL THEORY. ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF DESIGN, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
Claims for shortages, delays, or failures in shipment or delivery, or for any other cause other than under the limited warranty set out above, shall be deemed waived and released by Buyer unless made in writing within twenty-one (21) days after arrival of said Products.
A Return Material Authorization form provided by Seller shall be required for any Product returned to Seller.
Limitation of Liability
IN NO EVENT WILL SELLER BE LIABLE TO BUYER OR TO ANY THIRD PARTIES FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS AND/OR COMPONENTS, LOST PROFITS, LOSS OF USE, LOSS OF DATA, INSTALLATION COSTS OR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR RELATED TO ANY PRODUCTS, REGARDLESS OF WHETHER THE THEORY BE BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SELLER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT WILL SELLER'S TOTAL LIABILITY UNDER ANY PURCHASE ORDER EXCEED THE TOTAL VALUE OF SUCH PURCHASE ORDER.
Intellectual Property Ownership, Licensing, and Indemnification
The provision of Products (referred to also as "Deliverables") pursuant to a Quotation and/or Purchase Order does not convey any express or implied license under any patent, copyright, trademark, trade secret or other proprietary rights owned or controlled by Seller. Seller owns all intellectual property rights in any technology, products and information developed by Seller and any improvements or modifications made to any Seller technology, products and information by Seller or Buyer. Buyer agrees to not infringe, directly or indirectly, any intellectual property rights of Seller. Buyer agrees to defend, protect, indemnify and hold harmless Seller against all suits at law or in equity and from all damages, claims, and demands for actual or alleged infringement of an United States or non-United States patent and costs and fees to defend any suit or actions which may be brought against Seller for any alleged infringement resulting from Buyer's: (a) use of Product(s) in combination with any other products not provided by Seller, (b) any alteration or modification of the Products(s) not undertaken or authorized by Seller, or (c) Seller's compliance with Buyer's specifications.
Charges Related to Changes in Specifications, Drawings, and Tooling
All additional expense to Seller due to changes in specifications or drawings which have been approved by Seller and for any products furnished in addition to that herein specified shall be added to the purchase price and paid by Buyer. Where tooling and/or engineering charges are quoted, such tooling remains property of Seller even if any charge applies for such tooling. For the avoidance of doubt, payment by Buyer of any charge related to tooling shall not vest any right or title in such tooling in Buyer. Seller reserves the right to use any tooling procured or designed in whole or part by Seller to fulfill orders for any customer.
Seller shall maintain insurance coverage as required by applicable law.
Buyer hereby agrees to comply fully with all applicable U.S., E.U. and other sanctions and export control laws and regulations, including without limitation those regulations maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), U.S. Department of State's Directorate of Defense Trade Controls (“DDTC”), and the U.S. Commerce Department's Bureau of Industry and Security (“BIS”). Specifically, Buyer covenants that it shall not -- directly or indirectly -- sell, provide, export, re-export, transfer, divert, loan, lease, consign, or otherwise dispose of any product, services, software, source code, or technology received from Seller under this Agreement to any person, entity, or destination, or for any activity or use prohibited by the laws or regulations of the United States without obtaining prior authorization from the competent government authorities, including but not limited to OFAC, DDTC, and/or BIS.
To the extent required under U.S. law, Buyer further covenants to screen all customers and business partners against all relevant U.S., EU and Canadian government lists of persons denied export privileges or otherwise subject to trade, export, or financial sanctions, including without limitation the OFAC list of Specially Designated Nationals, the BIS Denied Persons List and Entity List, the U.S. State Department Denied Persons List, the Treasury Board of Canada Denied List, and the EU Consolidated List before providing or agreeing to provide any Products to any person.
Buyer shall be responsible for obtaining and paying for any permits, licenses, or other governmental authorization(s) necessary for the importation of any goods into the designated country of importation, and it shall comply with all laws and regulations thereof.
Buyer acknowledges that it is not the agent of Seller and represents and warrants that it has not and covenants that it will not pay anything of value to any government official in connection with the resale of any goods.
Buyer shall be deemed in material default upon its: failure to pay any amounts when due, revocation of Buyer's credit as provided in this Agreement, seeking to cancel delivery or refusing delivery of ordered Products other than as specifically allowed hereunder, or otherwise failing to perform any of its obligations hereunder. In the event of a material default by Buyer, Seller may, upon written notice: (a) suspend its performance and withhold shipments in whole or in part; (b) terminate this Agreement; (c) declare all sums owing to Seller immediately due and payable; and/or (d) stop or recall Products in transit, retake the same and repossess any Products held for Buyer without the necessity of other proceedings and Buyer agrees that all Products so recalled, taken or repossessed shall be the property of Seller, provided that Buyer is given credit therefor. Application of any remedies hereunder shall not preclude, limit or waive any other remedies available to the Seller in law or equity. In the event of default in payment of the purchase price, Buyer agrees to pay Seller's reasonable attorney fees and costs incurred in Seller's enforcement thereof.
If Seller and Buyer have previously entered into a non-disclosure agreement (“NDA”), the NDA shall be deemed incorporated herein by reference and shall remain in full force and effect. In the event of any conflict between this Agreement and the NDA, the terms of this Agreement shall control.
All questions concerning the validity, operation, interpretation, and construction of this Agreement shall be governed by and determined in accordance with the laws of the State of Indiana, with exclusive jurisdiction in courts located in Floyd County, Indiana, USA, without regard or application of any conflict of law principles and/or the United Nations Convention on Contracts for the International Sale of Goods.
The Following Additional Terms Are Applicable to All Quotations/Orders with Samtec Microelectronics ("SME") Only
LOT DEFINITION – A "lot" is defined as identical individual parts from Seller and/or Buyer for which Seller's microelectronics division (“SME”) has received accurate and final lot documentation. The Lot is processed at one time, using identical assembly processes and materials (including machine programming). Acceptable Lots must have standard bondable metallization and be free from oxidation or other contaminants which may adversely affect assembly processing. Assembly performed by SME's trained personnel does not require special engineering, fixturing, chemistries, or special handling for the Lot other than as specified in final Lot documentation. Any deviations from written requirements in the RFQ, and/or this quotation, or final Lot documentation, may result in changes in the quoted price at SME's sole discretion. This quotation, including pricing, may be cancelled by SME if Buyer requests to change final lot documentation, or if the Lot cannot be processed at one time using identical parts, assembly processes, and materials.
TURN TIME – “Turn Time” refers to the time required for Seller to assemble a Lot. Turn Time begins when all parts, final lot documentation, and Buyer's purchase order have been received by SME and logged into SME's production control system. A Turn Time "day", as referenced in any SME quotation, is defined as "24-hour business days" unless otherwise noted.
ASSEMBLY MATERIALS – Quotations are based on SME's standard assembly materials. Any non-standard assembly material(s) requested by Buyer must be approved by SME. Approved non-standard assembly materials will either (a) be Buyer's responsibility to provide to SME, or (b) be quoted separately and acquired by SME. Any such assembly materials provided by Buyer or another party on behalf of Buyer shall not be warranted by Seller, and Buyer shall have no claims for any nonconformance of such materials under Seller's limited warranty set out herein.
YIELD – SME cannot guarantee any particular Lot yield. As a result, SME recommends that Buyer order a quantity greater than the minimum quantity required by Buyer. Invoicing is based on the quantity quoted by SME.
Revision: 22 April 2020
Samtec Teraspeed Consulting
Standard Terms and Conditions for Teraspeed Consulting Services
The terms and conditions set out herein (“Terms”) shall supersede any and all provisions, terms and conditions contained in or on any RFQ, purchase order, confirmation order, or other correspondence or documents ("Client's Documents") of the party submitting an order or request for quotation ("Client"), and Samtec, Inc., which may do business as Teraspeed Consulting ("Samtec"), expressly rejects any such terms of Client. The rights of the parties shall be governed exclusively by the Terms applicable at the time of Samtec's acceptance of Client's purchase order. The Terms may not be modified except in a writing signed by both Client and Samtec. Samtec makes no representations or warranties covering this order or any Quotation except as expressly contained herein.
Prior to commencement of work under any Quotation or purchase order, Client and Samtec shall execute a confidentiality or nondisclosure agreement (“NDA”). The NDA shall be deemed incorporated herein by reference and remain in effect for the term set out in the NDA or until the work under these Terms is complete, whichever is longer. Any conflict between these Terms and the NDA shall be controlled by these Terms.
Initiation of Work
Work will be scheduled promptly after the date of Samtec's receipt of (i) a signed original of a quotation issued by Samtec (the quotation from Samtec together with all attachments, including without limitation these Terms and the Samtec project proposal, is the "Quotation"), (ii) Client's valid purchase order number, and (iii) if required by the Quotation, payment of the engagement fee (all such documents collectively referred to herein as the "Agreement"). The engagement fee will be credited to payment of the final invoice due under the Quotation. The work to be performed, and any associated materials or tangible items provided, by Samtec shall be referred to as the “Deliverables”.
Taxes and Expenses
The fees set out in the Quotation are exclusive of all applicable local, state and federal excise taxes, including, but without limiting the generality of the foregoing, taxes on manufacture, sales, receipts, gross income, occupation, use, and similar taxes. Client will pay all taxes, duties and fees due to any governmental agency or entity, except for taxes on Samtec's income or revenue. Further, all project materials, including without limitation any subcontracted manufacturing required, will be procured at Client's expense and invoiced at cost plus ten percent (10%).
Invoice payment terms shall be Net thirty (30) days from invoice date unless otherwise agreed upon in writing by Samtec and Client. Samtec reserves the right at any time to revoke any credit extended to Client because of Client's failure to pay any invoice when due or for any other reason deemed good and sufficient by Samtec, and in such event all subsequent invoices shall be due on receipt.
Either party may terminate this Agreement at any time, without cause, on fourteen (14) days' written notice to the other party. Either party may terminate this Agreement immediately due to any material breach by the other party that remains uncured five (5) business days after receipt of written notice from the non-breaching party.
Consequences of Termination
On expiration or termination of this Agreement, Samtec will invoice Client for time, materials, expenses and all other costs arising through the date of termination. Client will pay Samtec's final invoice not later than thirty (30) days from the date of termination. In addition, upon request of the disclosing party, the receiving party will promptly return all confidential information provided by the disclosing party during the term of the Agreement.
SAMTEC MAKES NO WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT. ANY PRODUCTS OR SERVICES PROVIDED BY A THIRD PARTY ARE WARRANTED ONLY TO THE EXTENT OF ANY WARRANTY PROVIDED BY SUCH THIRD PARTY, AND ONLY TO THE EXTENT SUCH THIRD PARTY WARRANTY IS ABLE TO BE ASSIGNED. IN ADDITION, SAMTEC EXPRESSLY DISCLAIMS ANY WARRANTY OBLIGATIONS IN THE EVENT OF ANY FAILURE OR NONCONFORMACE OF ANY DELIVERABLES THAT RESULTS FROM CAUSES BEYOND THE CONTROL OF SAMTEC, INCLUDING, BUT NOT LIMITED TO, WHERE THE DELIVERABLES ARE (I) MODIFIED BY ANYONE OTHER THAN SAMTEC; OR (II) IMPROPERLY HANDLED, USED OR INSTALLED BY ANYONE OTHER THAN SAMTEC.
Client will indemnify and hold harmless Samtec, its owners, employees, managers, officers, agents, affiliates, subsidiaries, successors and assigns from any damage, loss, claim, demand, action, liability and expense (including attorneys' fees, court fees, expert fees and other legal costs) resulting from, arising out of or related to the manufacture, sale, use, lease, consumption or advertisement by Client, its affiliates, agents, customers and end users of products, processes or services resulting from, arising out of or related to the performance of Samtec's Deliverables.
Limitation of Liability
Client will not use the Deliverables for or in products for which errors, bugs or malfunctions could cause personal injury or death, property or environmental damages, or economic loss, including without limitation use in hazardous environments requiring fail-safe performance, the operation of nuclear facilities, aircraft navigation or communications systems, direct life support machines, or weapons systems. Client will be solely responsible for taking security precautions necessary to ensure that errors, bugs or malfunctions in the Deliverables do not cause adverse consequences. SAMTEC WILL HAVE NO LIABILITY FOR ACTIONS CONNECTED WITH, ARISING OUT OF, OR RELATED TO THIS AGREEMENT UNLESS DAMAGES FINALLY AWARDED BY A COURT OF COMPETENT JURISDICTION ARE SPECIFICALLY AND DIRECTLY ATTRIBUTED TO SAMTEC'S WILLFUL MISCONDUCT. IN NO EVENT WILL SAMTEC'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ALL DAMAGES, COSTS, CLAIMS, OR DEMANDS UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID TO SAMTEC BY CLIENT UNDER THE APPLICABLE QUOTATION OR PURCHASE ORDER DURING THE THREE MONTHS PRIOR TO THE TIME THE ACTION ARISES, REGARDLESS OF THE FORM OR TYPE OF LEGAL ACTION.
Consequential Damages Waiver
SAMTEC SHALL NOT BE LIABLE TO CLIENT FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, ARISING OUT OF OR RELATING TO THE DELIVERABLES, THE QUOTATION, OR USE OF THE SAMTEC TECHNOLOGY OR ANY DELIVERABLE IN WHOLE OR IN PART, OR FOR THE LOSS OF DATA, INFORMATION OF ANY KIND, BUSINESS, PROFITS, OR OTHER COMMERICAL LOSS, HOWEVER CAUSED, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT SAMTEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Ownership and License of Intellectual Property
The provision of Deliverables pursuant to the Quotation does not convey any express or implied license under any patent, copyright, trademark or other proprietary rights owned or controlled by Samtec. All confidential, proprietary, and trade secret information and data obtained by Client or its employees or agents from Samtec will be and will remain Samtec's and/or its affiliates' and/or suppliers' exclusive property and is subject to the protections set out in the NDA. Client agrees to not infringe, directly or indirectly, any intellectual property rights of Samtec. Samtec shall own all intellectual property rights in technology developed by Samtec. Jointly developed intellectual property shall be jointly owned as agreed upon in writing, without the right to sublicense it to third parties without the other joint party's agreement. Client agrees to defend, protect, and save harmless Samtec against all suits at law or in equity and from all damages, claims, and demands for actual or alleged infringement of any United States or foreign patent and to defend any suit or actions which may be brought against Samtec for any alleged infringement resulting from Client's: (a) use of Deliverables in combination with any other products not provided by Samtec, (b) alteration or modification of the Deliverables not undertaken or authorized by Samtec, or (c) Samtec's compliance with Client's specifications.
In any legal action between Samtec and Client, if Samtec is the prevailing party, Client will pay all of Samtec's legal costs and expenses, including reasonable attorneys' fees at trial and on appeal.
All questions concerning the validity, operation, interpretation, and construction of the Agreement, including but not limited to these Terms, shall be governed by and determined in accordance with the laws of the State of Oregon, with exclusive jurisdiction in courts located in Floyd County, Indiana, USA, without regard or application of any conflict of law principles. The parties specifically agree that the 1980 United Nations Convention on Contracts for the International Sale of Goods, as may be amended from time to time, shall not apply to these Terms. The parties acknowledge and confirm that the selection of the governing law is a material term of the Agreement.
If Client is a branch or agency of the United States government, whether that unit or agency be civilian or part of the Department of Defense, this provision applies. The Deliverables are comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212, and are provided to Client consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. Except as otherwise specifically provided for in the Quotation, the Deliverables may not be used, reproduced or disclosed to anyone, including support service contractors or their subcontractors, by Client without the prior written consent of Samtec, and such consent may be freely withheld at Samtec's sole discretion. The restrictions in this provision are in addition to, and not in lieu of, any other restrictions contained in or incorporated by these Terms.
Performance of work and delivery of Deliverables are subject to, and contingent upon, delay directly or indirectly caused by, or in any manner arising from, fires, floods, accidents, riots, acts of God, war, acts of terrorism, government interference, embargoes, priorities, regulations, orders and restrictions, strikes, labor difficulties, shortages of labor, fuel, power, materials or supplies, transportation delays or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond Samtec's control and Samtec shall not be liable for any loss or damage suffered by Client arising therefrom. Samtec shall have the right, in the event of the happening of any of the above contingencies, at its option, to cancel this Agreement or subcontract any part thereof without any resulting liability.
The Agreement constitutes the entire understanding between the parties with respect to the Deliverables, and supersedes all prior discussions, representations, understandings or agreements, whether oral or in writing, between the parties with respect to the subject matter hereof.
Any notice will be in writing and delivered personally, by overnight mail, by reputable courier service, by pre-paid registered or certified mail, or by facsimile transmission with confirmed receipt, addressed to the parties' respective addresses as set forth on the signature page of the Quotation. Such notice will be deemed to have been received on the date actually delivered or in any event within three (3) days after the notice is sent, postage pre-paid and properly addressed. Either party may notify the other party of a change in its notice address in writing at any time.
Revision: August 2018