a) SELLER agrees to provide and maintain a reasonable quality control system and may allow access to SELLER’s facilities at reasonable times, with seven (7) calendar days advance written notice to SELLER Representative by BUYER Representative and/or Regulatory Authorities, in accordance with provision Access to Seller Facility/Personnel.
b) SELLER shall use reasonable efforts to ensure that only new and authentic materials are used in products required to be delivered to BUYER and that the Work delivered contains no Counterfeit Parts. No other material, part, or component other than a new and authentic part shall be used unless approved in advance in writing by the BUYER Procurement Representative.
c) SELLER shall maintain a Foreign Object Debris/Damage (FOD) prevention program.
d) SELLER shall retain Material Review Board (MRB) authority.
BUYER shall have thirty (30) calendar days from Work delivery date, to inspect, and send written rejection of such Work with specific explanation of basis for rejection in accordance with Warranty provision; otherwise the Work will be deemed to be accepted.
a) BUYER shall request a Return Merchandise Authorization (RMA) number from SELLER and complete the accompanying RMA form for any and all returned products. BUYER’s written request must include the basis for rejection or return and supporting evidence.
b) Regardless of warranty or fault, all returned merchandise will be assessed a $500 evaluation fee for servo drive modules, and $2,000 evaluation fee for fully integrated servo drives, which does not include the cost for repair, formal reports, shipment fees, taxes or any other items. This evaluation fee may be waived by SELLER Representative. BUYER shall issue Purchase Order to accommodate such evaluation fee prior to issuance of RMA number.
c) Merchandise shall be returned to Seller at BUYER’s sole risk and expense and title shall remain with BUYER.
d) If BUYER deems Work to be unacceptable, BUYER will allow: (i) Seller reasonable opportunity to repair, modify or make replacements necessary to enable such Work to comply with Contract requirements.
a) All intellectual property encompassing or subsisting in inventions (whether patented or not), information, data, documents, drawings, software, software documentation, designs, specifications, processes, facilities and tooling, jigs, fixtures, molds, patterns, taps, gages, test equipment, manufacturing aids and replacement items, produced by or for SELLER, now existing or hereafter created, either alone or with others, unless otherwise expressly written in this Order, shall remain exclusive property of SELLER.
b) SELLER grants and agrees that BUYER shall have a nonexclusive, worldwide, sub-licensable, irrevocable, paid-up, royalty-free license and right, for the purpose of enabling BUYER to satisfy its contractual obligations to its Customer, to sell, offer for sale, use, display, each with respect to the BUYER and not the public.
In the absence of a separate written agreement between BUYER and SELLER, the following terms and conditions apply to any software in all forms, including any associated documentation (“Licensed Software”), provided by SELLER:
a) SELLER to provide executable code only. SELLER shall not be required to provide source code of Licensed Software, to BUYER or its Customers.
b) License Grant. SELLER grants to BUYER a worldwide, non-transferable, non-exclusive license to use, reproduce, and distribute the Licensed Software solely in conjunction with Work. BUYER may grant end-user sublicenses to the Customer as necessary for end customers to use such Work so long as such licenses contain the Use Restrictions and Copyright Notice Requirement and is in compliance with Export Control provision.
c) Software Not Sold. The Licensed Software is licensed to BUYER, not sold. Title to any Licensed Software delivered hereunder and any derivative works remains vested in SELLER or SELLER’s licensor and cannot be assigned or transferred. BUYER is expressly forbidden from selling or otherwise distributing the Licensed Software, or any portion thereof, except as expressly permitted herein. This document does not grant to Licensee any implied rights under any SLLER or third party intellectual property.
d) Use Restrictions. BUYER shall not translate, reverse engineer, disassemble, decompile, or modify any Licensed Software or any portion thereof, provided that if BUYER violates this restriction, BUYER hereby irrevocably assigns and will assign to SELLER all right, title and interest to any modifications to the Licensed Software (“Use Restrictions”).
e) Copyright Notices. BUYER will reproduce all of SELLER’s (or its licensor’s) copyright notices and other proprietary legends in the Licensed Software and on copies thereof (“Copyright Notice Requirement”).
f)Commercial Item. The Licensed Software shall be deemed a “Commercial Item” as defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software”, and/or “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 (or 48 C.F.R. §227.7202, as applicable) and may only be licensed to or shared with the U.S. Government end users in object code form under restricted use rights designation.
g)Default. If BUYER is in default of any of the terms and conditions of this document, the rights granted by SELLER may be terminated with thirty (30) days prior written notice. Within thirty (30) days after termination, BUYER will certify to SELLER in writing that the original and all copies of the Licensed Software and derivative versions thereof, in whole or in part and in any form, have been destroyed.
h) Open Source Software (“OSS”). Any OSS included in the Licensed Software is licensed under the terms of applicable OSS license(s), such as the BSD License or BSD modified Licenses, Apache License or the Lesser GNU General Public License. In no event will BUYER subject the Licensed Software to an Excluded License. An Excluded License means any license that requires, as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software or other software combined and/or distributed with such software be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. BUYER shall obtain any necessary third party approvals and any licenses for any necessary essential patents for their use in connection with technology that BUYER incorporates into BUYER’s system or software (whether as part of the Licensed Software or not).
a) SELLER makes no representations, certifications, or warranties whatsoever and hereby disclaims the same regarding compliance with government or public entity acquisition statutes or regulations, including, without limitation, statutes or regulations that may relate to pricing, quality, origin or content, for sales of Works to government or public entities, including U.S., state local, foreign or international governments or public entities, or indirectly via a prime contractor or subcontractor of such governments or entities.
b) Work provided under this Contract shall be deemed “Commercial Items” as defined in 48 C.F.R. §2.101. Work include commercial “Technical Data,” “Computer Software,” and/or “Computer Software Documentation,” as such terms are used in 48 C.F.R. §§ 12.211 and 12.212 (or 48 C.F.R. §§ 227.7102 and 227.7202, as applicable).
c) In no event will United States Government Cost Accounting Standards apply.
c) No provision of BUYER’s contract with various governments will be binding on SELLER, its vendors, contractors or affiliates as except as expressly set forth in this Contract.
a) SELLER warrants the Work sold hereunder shall be free from defects in materials and workmanship at the time of shipment and shall conform to SELLER’s published specifications or other specifications accepted in writing by SELLER for a period of one (1) year from the date of shipment. The foregoing warranty does not apply to any Work which has been subject to misuse, neglect, accident, improper testing or modification or which has been altered such that they are not capable of being tested under normal test conditions or to use of the Work in conditions, environments or modes other than those described in SELLER’s published specifications or datasheets. SELLER shall make the fmal determination as to whether its Work is defective.
b) BUYER’s exclusive remedy, if any, under these warranties is limited, at SELLER’s election, to any one of (a) refund of BUYER’s purchase price of the specific Work in question, or (b) replacement of any such Work.
c) Prototype and pre-production samples are provided “AS IS” and are not covered by any warranties in this Article unless otherwise agreed in writing.
d) BUYER acknowledges that except as specifically set forth or referenced in this paragraph, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING MATERIALS, BROCHURES, OR OTHER DESCRIPTIVE LITERATURE) BY SELLER OR ANY OTHER PERSON, INCLUDING SELLER’S AGENTS, EMPLOYEES AND REPRESENTATIVES, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. SELLER ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR MANUFACTURER’S PRODUCT SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO SELLER BY OR ON BEHALF OF BUYER. Use of the BUYER’s part number on this document or on any Work is for convenience only and does not constitute any representation by SELLER with respect to the performance, specifications, or fitness of any part for any purpose.
Unless specifically otherwise agreed in writing by SELLER, BUYER acknowledges and agrees that Work sold by SELLER are not intended for and will not be used in life support systems, human implantation, nuclear facilities or systems or any other application where Work failure could lead to loss of life or catastrophic property damage. BUYER will defend, indemnify and hold SELLER, and its officers, directors, employees, agents and advisors, harmless from and against any and all claims, suits, obligations, judgments, losses, damages and costs, including without limitation reasonable attorneys’ fees and expenses arising out of or in connection with BUYER’s breach of the provisions of this paragraph.
SELLER will not be liable for any failure or delay in its performance or in the delivery or shipment of Works, or for any damages suffered by BUYER by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with, any Act of God, fire, flood, accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies, delay in delivery by SELLER’s suppliers or any other cause or causes beyond SELLER’s reasonable control. SELLER reserves the right to cancel without liability any BUYER Purchase Order, the shipment of which is or may be delayed for more than thirty (30) days by reason of any such cause. SELLER reserves the right to allocate in its sole discretion among BUYERs or potential BUYERs, or defer or delay the shipment of, any Work that is in short supply.
Notwithstanding any other provision of this Agreement, the total cumulative liability of Seller, for any and all claims, including but not limited to claims of negligence of any degree, strict liability, breach of contract, warranty, intellectual property, or otherwise, shall in no event exceed the amounts paid to SELLER by BUYER under this Contract giving rise to the claim (or claims) of liability, and any such liability shall terminate upon the expiration of the warranty period. The obligations and liabilities under Seller’s Warranty under this Contract are expressly limited to the replacement or the repair by Seller of Products, and shall not include any removal or reinstallation costs, or the costs of any recall program incident to such correction or replacement.
a) SELLER SHALL INDEMNIFY, HOLD HARMLESS AND, AT BUYER’ ELECTION, DEFEND BUYER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ALL LOSSES, COSTS, CLAIMS, PENALTIES, CAUSES OF