The purchase of products or services ("Products") by 3PL Electronics Ltd. are subject to these terms and conditions (“Agreement”) regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, non-negotiated document, quote, acknowledgement, or other communication. Pre-printed terms and conditions on any document of supplier (“Supplier”) and/or 3PL Electronics Ltd’s failure to object to conflicting or additional terms will not change or add to the terms of this Agreement. If the parties have a negotiated agreement for the relevant Products, such terms will govern and supersede these terms and conditions.

1. ORDERS. Any order placed by 3PL Electronics Ltd will be made with 3PL Electronics Ltd’s standard purchase order form and submitted in writing by electronic means acceptable to 3PL Electronics Ltd(“Order”). Supplier shall acknowledge 3PL Electronics Ltd’s Orders in writing or via EDI within one (1) business day of receipt. Order acknowledgments shall contain Supplier’s promised ship date. All Orders will be deemed accepted by Supplier, per 3PL Electronics Ltd’s requested ship date, if Supplier does not provide a written notice of rejection within three (3) business days of the receipt of the Order. Any partial fulfilment of an Order will also be deemed accepted by Supplier. 3PL Electronics Ltd may cancel any Order having a clerical error within five (5) business days of placing such Order. 3PL Electronics Ltd may change or cancel Orders or reschedule shipment dates for any Products ordered, if it notifies Supplier at least ten (10) business days prior to the latest confirmed ship date.

2. APPOINTMENT. Supplier authorizes 3PL Electronics Ltd to distribute or resell Products purchased under this Agreement worldwide through its Affiliates or through third party representatives appointed by 3PL Electronics Ltd. “Affiliate” shall mean any person, partnership, joint venture, company, corporation or other form of enterprise, domestic or foreign, that directly or indirectly controls or owns, is controlled or owned by, or is under common control or ownership with 3PL Electronics Ltd.

3. PRICES. The price for any Products will be set forth in 3PL Electronics Ltd’s Order. 3PL Electronics Ltd shall not be liable for taxes with respect to any order other than any sales tax which Supplier is required by law to collect from 3PL Electronics Ltd. PRICE PROTECTION. In the event that Supplier decreases the price of any Product, 3PL Electronics Ltd will be entitled to a credit equal to the difference between the net price paid by 3PL Electronics Ltd, less any prior credits granted by Supplier, and the new decreased price for the Product multiplied by the quantity of such Product in 3PL Electronics Ltd's inventory or in transit on the effective date of the reduction.

3PL Electronics Ltd shall submit to Supplier, not later than sixty (60) business days after receiving notice of such price decrease, a Product inventory report as of the effective date, together with a debit memo reflecting the credit described above. Supplier shall be deemed to have verified the Product inventory report and debit memo unless Supplier contests the same in writing within sixty (60) business days after receiving such report and memo. Uncontested debit memos shall be credited to 3PL Electronics Ltd's account as of the effective date of such price decrease. PRODUCTS SHIPPED AFTER PRICE DECREASE. Products shipped on or after the effective date of any price decrease will be shipped and invoiced at the price in effect at the time of shipment. PRODUCTS SHIPPED AFTER PRICE INCREASE. Products shipped after the effective date of any price increase will be shipped and invoiced at the price in effect at the time of Order placement.

4. TERMS OF PAYMENT. Payment terms for Products purchased in 3PL Electronics Ltd’s Order shall be net sixty (60) calendar days from date of invoice. 3PL Electronics Ltd will also receive an additional 2% discount if payments are made within 10 calendar days of the invoice date. 3PL Electronics Ltd has the right of offset against Supplier for programs, promotions, special pricing, rebates, and for any 3PL Electronics Ltd returns as described herein.

5. DELIVERY AND TITLE. Time is of the essence for delivery of Products. Supplier agrees to deliver Products ordered by 3PL Electronics Ltd to the location and within the time specified in 3PL Electronics Ltd’s Order pursuant to the terms of this Agreement. Supplier may not ship before the promised ship date without 3PL Electronics Ltd's prior written approval. Supplier agrees to pay premium freight when its delivery will miss the acknowledged ship date. 3PL Electronics Ltd may designate the carrier to be used, and, in absence of such specification by 3PL Electronics Ltd, Supplier shall select a carrier in its reasonable discretion. Supplier warrants the title to all Products sold to 3PL Electronics Ltd and warrants that such Products are not subject to security interests, liens, or other encumbrances. Title and risk of loss shall pass at 3PL Electronics Ltd’s destination. For the avoidance of any doubt, under no circumstance shall 3PL Electronics Ltd be the importer of record for this engagement.

6. ACCEPTANCE AND PRODUCT RETURN. All Products are subject to inspection and testing before acceptance. 3PL Electronics Ltd will use reasonable efforts to give Supplier notice of any obvious defects, damage, or discrepancy within thirty (30) business days of delivery. Acceptance will not be deemed a waiver of any warranty hereunder or otherwise provided by law. If 3PL Electronics Ltd finds that the Products or any part thereof do not conform to the requirements of the Order, Supplier will, at 3PL Electronics Ltd’s election either: replace such nonconforming Products, accept return for credit at the invoice price, or refund 3PL Electronics Ltd’s purchase price for such nonconforming Products. Return of Products that are not in conformance with the Order (including DOA), over- shipments, recalled products, and shipments rejected due to early or late delivery will be returned freight collect at Supplier’s risk and expense.

7. DEFECTIVE PRODUCT. Notwithstanding any other provision of this Agreement, 3PL Electronics Ltd may return for full credit of 3PL Electronics Ltd’s cost of the Product (including, without limitation, cost of assembling, disassembling, transportation, and labour), less any prior credits issued by Supplier, any and all Products found to be defective upon delivery, or within a reasonable time thereafter; provided, however, that any such defective Products are returned to Supplier, freight collect, within ninety (90) business days of 3PL Electronics Ltd’s discovery of the defect.

8.  END OF LIFE. If Supplier discontinues Products or makes Products obsolete, Supplier will notify 3PL Electronics Ltd at least ninety (90) business days prior to the effective date of such change. 3PL Electronics Ltd will then notify Supplier of the affected Products in its inventory for Supplier’s repurchase. All end of life Products will be subject to the return policy in Section 6 ACCEPTANCE AND PRODUCT RETURN. Furthermore, the Supplier will grant 3PL Electronics Ltd the right of a lifetime buys upon request.

9.  WARRANTY COMPLIANCE WITH LAW. Supplier guarantees 3PL Electronics Ltd that the design, construction and quality of the Products shall comply in all respects with all requirements of any statutory regulation, order, contract or any other instrument having the force of law, which may be in operation at the time when the Products are supplied.

SUPPLIER’S MANUFACTURER’S WARRANTY. Supplier warrants the Products in accordance with the greater of the following: (i) the manufacturer’s standard warranty, (ii) the warranty that is publicly posted on manufacturer’s website, (iii) the warranty that is required by local law, or (iv) 24 months for those purchases originating from Asia or the European Union. 3PL Electronics Ltd is authorized to pass this warranty through to 3PL Electronics Ltd's customers and to end users. The warranty period as set forth in this Section 9 WARRANTY shall begin to run with respect to 3PL Electronics Ltd’s customers and any end user upon delivery of the Product to the end user. Any Product to be returned under the terms of the warranty may be shipped to Supplier either from 3PL Electronics Ltd or directly from 3PL Electronics Ltd’s customers or end users. Supplier shall indemnify 3PL Electronics Ltd for any liability related to a breach of warranty. NEW/UNUSED PRODUCT. Supplier warrants that the Products provided to 3PL Electronics Ltd by the Supplier are new and unused. PRODUCT CONFORMANCE TO MANUFACTURER’S SPECIFICATIONS. Delivery of any Product by Supplier to 3PL Electronics Ltd shall constitute a warranty by Supplier that the Product conforms to the manufacturer's specifications. CONFLICT MINERALS. Supplier represents and warrants that any gold, tantalum, tin or tungsten included in the Products provided to 3PL Electronics Ltd by Supplier either (i) came from recycled or scrap sources or (ii) did not originate in the Democratic Republic of the Congo or an adjoining country. Supplier will provide information and supporting documents to this effect as reasonably requested by 3PL Electronics Ltd.

10. ORIGINAL MANUFACTURE PARTS. Supplier represents and warrants that it is either the original equipment manufacturer (“OEM”), original component manufacturer (“OCM”), or a franchised or authorized distributor of the OEM/OCM for the Products; or if Supplier is not the OEM/OCM or a franchised or authorized distributor of the OEM/OCM, then Supplier confirms by acceptance of orders hereunder that the Products have been procured from the OEM/OCM or a franchised or authorized distributor of the OEM/OCM.

11.  SERVICES PERFORMED ON SITE. Where applicable, any Supplier's equipment located on 3PL Electronics Ltd’s site always remains the risk of the Supplier, which shall insure such equipment against all risk of loss or damage. 3PL Electronics Ltd accepts no liability for any loss of or damage to Supplier’s equipment, however caused, including through 3PL Electronics Ltd's negligence.

12.  INTELLECTUAL PROPERTY SUPPLIER INTELLECTUAL PROPERTY WARRANTY. Supplier warrants that any and all Product purchased hereunder, and the manufacture, sale, or use thereof, do not and will not violate or infringe upon any patent, copyright, trademark, trade secret, or other intellectual property right of any third party.

INDEMNIFICATION. Supplier will indemnify, defend, and hold 3PL Electronics Ltd, its successors, assigns, customers and end-users harmless against all losses, damages, costs and expenses (including reasonable attorneys’ fees and costs of establishing rights to indemnification and any settlement) based on any claims, demands, suits, proceedings and actions (“Claim”) in connection with any alleged infringement of any patent, copyright, trademark, trade secret or other intellectual property right of a third party, including any Claims that the Product, or the process, design, or methodology used to manufacture the Product, infringes any third party patent, copyright, trademark, trade secret or other intellectual property rights. 3PL ELECTRONICS LTD’S OBLIGATION WITH RESPECT TO SUPPLIER’S IP INDEMNITY. 3PL Electronics Ltd will provide Supplier with written notice of any such Claims, grant full authority to Supplier to defend and settle such Claims, and upon Supplier’s request, provide reasonable assistance and information, at Supplier’s cost and expense.

SUPPLIER’S OBLIGATION IN EVENT OF IP CLAIM. If a Product becomes the subject of a Claim or 3PL Electronics Ltd is enjoined from selling or using a Product, Supplier will:

1. procure for 3PL Electronics Ltd the right to sell and use the Product.

2. provide 3PL Electronics Ltd with replacement or modified Product that is non-infringing; or

3. if Supplier is unable to provide the remedies above, refund the full purchase price for such Product.

INTELLECTUAL PROPERTY RIGHTS.

Intellectual Property Rights (IPR) of either party or any third party used in performance of this Agreement shall remain the property of such party, and except as set forth in this section, nothing in this Agreement shall transfer or be deemed to transfer the intellectual property rights of either party or any third party.

All documents, drawings, specifications, information, patents, patent applications, inventions, developments or processes or any copyrightable material originated and developed by Supplier specifically for 3PL Electronics Ltd under this Agreement ("Work Product"), except for any Supplier IPR contained within such Work Product, shall be owned by 3PL Electronics Ltd. Supplier hereby grants 3PL Electronics Ltd a worldwide, non-exclusive, royalty-free, perpetual, without the right of sublicense, license to use Supplier's IPR, which is used in performing under this Agreement.

All specifications provided by 3PL Electronics Ltd, and all IPR in or arising out of them and from the Work Product, shall always vest in and remain the property of 3PL Electronics Ltd. Such specifications may only be used by Supplier as necessary to perform under this Agreement.

At the request of and at no additional cost to 3PL Electronics Ltd, Supplier shall promptly do all such things and sign all documents necessary in the opinion of 3PL Electronics Ltd(a) to vest all IPR in or arising out of any Work Product in 3PL Electronics Ltd, absolutely and (b) to enable 3PL Electronics Ltd to defend and enforce its IPR.

13.  GENERAL INDEMNIFICATION. Supplier will indemnify, defend and hold 3PL Electronics Ltd harmless of and from any and all liabilities, losses and damages (including costs, expenses and attorneys' fees, and costs of establishing rights to indemnification) resulting from any claim of any 3PL Electronics Ltd’s customers or any third party (including employees of 3PL Electronics Ltd or Supplier), for any claim including: (a) death or personal injury; (b) breach by Supplier of any warranty, representation, or covenant under this Agreement; (c) breach of contract; (d) non-compliance with requirements hereunder or applicable laws, regulations, directives, or ordinances; or (e) damage to property arising out of, or in any way connected with, the Products or the sales, distribution, use or operation thereof.

14. LIMITATION OF LIABILITY. 3PL ELECTRONICS LTD WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING OUT OF OR RELATED TO THE ORDERS OR ANY TERMINATION, REJECTION, OR REVOCATION OF ACCEPTANCE OF THE ORDERS, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION COSTS, REPROCUREMENT COSTS, LOSS OF PROFIT OR REVENUE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO THE REPUTATION OF SUPPLIER, OR LOSS OF CUSTOMERS, EVEN IF 3PL ELECTRONICS LTDHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL 3PL ELECTRONICS LTD’S LIABILITY EXCEED THE PRICE SET FORTH IN THE ORDER.

15.  CONFIDENTIALITY. If either party receives from the other party written information marked “Confidential” and/or “Proprietary”, the receiving party agrees not to use such information except in the performance of this Agreement, and to treat such information in the same manner as it treats its own confidential information. The obligation to keep information confidential shall not apply to any such information that has been disclosed in publicly available sources; is, through no fault of the party receiving the confidential information, disclosed in a publicly available source; is in the rightful possession of the party receiving the confidential information without an obligation of confidentiality; or is required to be disclosed by operation of law. Except as otherwise provided herein, the obligation not to disclose shall be for a period of one (1) year after the disclosure of the Confidential Information. 16. 

16.   EXPORT. Supplier acknowledges and agrees that 3PL Electronics Ltd may export Products as allowed by the export control laws, regulations and orders of the United States and other countries to which it may ship Products. The parties shall observe and comply with all applicable laws, rules and regulations applicable to the performance of their respective obligations under this Agreement including, but not limited to, anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act) and regulations in respect of import or export of Products. ​

17.   GLOBAL SUPPLY CHAIN SECURITY COMPLIANCE. Supplier warrants and represents to 3PL Electronics Ltd as follows: (1) if eligible for Customs-Trade Partnership Against Terrorism (“C-TPAT”), or other comparable customs certification programs, Supplier will be certified and validated and Supplier will provide 3PL Electronics Ltd with its Status Verification Interface (“SVI”) number(s), or other program identification information, to confirm the foregoing representation prior to shipment; (2) if not eligible for C-TPAT, or other comparable customs certification programs, Supplier fully understands the requirements for C-TPAT certification and will make all commercially reasonable efforts to comply to this certification program and assist 3PL Electronics Ltd with maintaining its certification with this compliance request. Supplier will provide evidence of such compliance, including security certifications and results of internal security audits as 3PL Electronics Ltd may reasonably require; (3) if Supplier’s status under this Subsection changes, Supplier will give prompt written notice to 3PL Electronics Ltd; and (4) Supplier will comply with any pre- arranged visit 3PL Electronics Ltd’s auditors may make to verify if Supplier’s procedures are in accordance with the criteria set forth by C-TPAT or other comparable customs compliance program.

18.   GOVERNMENT CONTRACTS. If 3PL Electronics Ltd’s customers elect to sell Supplier’s Products (including supplies, software, documentations or services) to the U.S. Government or to a prime contractor selling to the U.S. Government, the Products are “commercial items” as that term is defined at 48 C.F.R. 2.101. Supplier will comply with provisions of FAR 52.244-6, Subcontracts for Commercial Items and Commercial Components. Should U.S. Government end users acquire Products that consist of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212, their rights will be consistent with those rights set forth in 48 C.F.R. 12.212 which generally limits their rights to the licenses customarily provided by Supplier to the public. Supplier will also comply with the provisions of DFARS 252.211.7003. Supplier will also provide the information necessary to assist 3PL Electronics Ltd with analysis of DFARS 252.225-7014 (Alt 1), Preference for Domestic Specialty Metals (Berry Amendment) and other applicable federal statutes. Supplier will make a good faith effort to determine whether forced or indentured child labour was used to mine, produce, or manufacture any Products furnished under this Agreement. Supplier may be required to certify that it is not aware of any such use of child labour.

19.   STATUTORY CONFORMANCE. With respect to the Products ordered under this Agreement, Supplier warrants and agrees that it has complied with all applicable federal, state, and local laws, codes, and requirements. Supplier especially warrants that all Products supplied to 3PL Electronics Ltd comply with all applicable laws in the EU and transposed directives into national laws in the member states, e.g. environmental legislation such as substance regulation RoHS / REACH, technical conformity CE and waste management. Supplier shall undertake to comply and bear all costs for the compliance with the current and applicable EU legislation. Supplier agrees to indemnify and hold harmless 3PL Electronics Ltd, its successors and assigns, and the customers of any of them, from all loss, damages, costs and expenses (including reasonable attorneys' fees and costs of establishing rights to indemnification) which may be incurred by non-compliance of Supplier with this paragraph. 3PL Electronics Ltd reserves the right to return any non-compliant Product at the expense of Supplier.

20.   OZONE DEPLETING SUBSTANCES. 3PL Electronics Ltd reserves the right to reject any Products containing or manufactured with substances identified as a Class I or Class II ozone depleting substances by the U.S. Environmental Protection Agency pursuant to Title VI of the Clean Air Act Amendments of 1990, and any amendments thereto, whether or not such Products shall be required to bear labelling.

21.  GENERAL. This Agreement shall be governed, construed, and enforced in accordance with the laws of the country where the 3PL Electronics Ltd entity that placed the Order (“Governing Country”) is located. The courts of the Governing Country shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement. If the Governing Country is the United States of America, the laws and courts of the State of Arizona will apply without reference to Arizona’s conflict of laws principles; and the state or federal courts of Arizona shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement. The United Nations Convention for the International Sale of Goods shall not apply. Supplier may not assign this Agreement without the prior written consent of 3PL Electronics Ltd, and 3PL Electronics Ltd’s affiliates may perform 3PL Electronics Ltd’s obligations under this Agreement. This Agreement is binding on successors and assigns. This Agreement can only be modified in writing signed by authorized representatives of both 3PL Electronics Ltd and Supplier. 3PL Electronics Ltd and Supplier are independent contractors and agree that this Agreement does not establish a joint venture, agency relationship, or partnership. 3PL Electronics Ltd’s failure to object to any document, communication, or act of Supplier will not be deemed a waiver of any of these terms and conditions. Notwithstanding any other remedies provided in this Agreement, 3PL Electronics Ltd retains all rights existing at law or equity, and 3PL Electronics Ltd’s failure to affect cover does not bar it from any other remedy. The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions. 3PL Electronics Ltd is not liable for failure to fulfil its obligations under this Agreement due to causes beyond its reasonable control (for example: acts of nature, acts or omissions of the Supplier, operational disruptions, man-made or natural disasters, epidemic medical crises, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labour or materials through its regular sources). Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses, and Supplier will comply with such rights. Supplier and 3PL Electronics Ltd will comply with applicable laws and regulations. Supplier shall collect, process, and transfer all personal data in connection with this Agreement in accordance with the applicable privacy laws and regulations.