Terms and Conditions
Updated: 08/29/2024
General Terms & Conditions
The Terms and Conditions (the “Terms”) set forth herein constitute the full and complete agreement between CTG Federal, d/b/a CTG National (“Reseller”) and the company (“Supplier”) listed on the Purchase Order. These Terms and the Purchase Order (collectively referred to as the “Agreement”), represent the entire agreement between Reseller and Supplier for the purchase of goods and services (“Goods”) in support of Reseller’s customer (“Customer”). Reseller and Supplier agree to be bound by these Terms in the procurement of Goods described in the Purchase Order.
1. Definitions.
As used in this Purchase Order, the below terms shall have the following meanings:
1.1. “Reseller” means CTG National.
1.2. “Supplier” means the party identified on the Purchase Order, with whom Reseller is contracting for the procurement of the Goods.
1.3. “Customer” means the end-users of the Goods and Services.
1.4 “Goods” means the goods and services being provided by Supplier, as specified in the Purchase Order, and for which the Reseller is granted authorization to market, sell, and distribute on behalf of the Supplier.
1.5 “Terms” means the terms and conditions herein.
2. Order and Acceptance.
2.1. All communication regarding fulfillment of the Purchase Order shall be addressed via email to the Reseller’s representative referenced on the Purchase Order.
2.2. This Agreement comprises the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement supersedes any prior offers, negotiations, and agreements concerning the subject matter herein and constitutes the entire agreement between Reseller and Supplier.2.3. Supplier must provide notification of receipt of the Purchase Order within twenty-four (24) hours and email confirmation of the Purchase Order prior to delivery.
2.4. This Agreement becomes a binding contract when the Purchase Order is accepted in writing by Supplier or, where Supplier fails to email an acknowledgement and confirmation of the Purchase Order as requested, upon Supplier’s performance, including, but not limited to, providing any part of the Goods under the Purchase Order, or accepting payment under the Purchase Order.
2.5. By accepting the Purchase Order, Supplier agrees to the incorporation of these Terms into the Purchase Order and no condition or additional terms stated or purportedly incorporated by reference by Supplier in accepting or acknowledging the Purchase Order will be binding upon Reseller if it is in conflict with, is inconsistent with, or is in addition to the Terms and Conditions contained herein unless expressly accepted in writing by Reseller.
2.6. No change, modification, or revision to this Agreement shall be valid and binding unless expressly agreed to in writing and signed by the authorized representative of each party.
3. Changes.
3.1 Reseller may, upon the mutual agreement of both parties, make changes to the Purchase Order. If any such change causes an increase or decrease in the cost or time required for performance of the work, Supplier shall promptly notify Reseller and the price and/or delivery schedule shall be equitably adjusted and the Purchase Order so modified. Supplier shall commence any such change pending such modification. Supplier must assert its right to an equitable adjustment in the purchase order price or delivery schedule under this clause for changes to the Purchase Order within thirty (30) days from the date of receipt of Reseller’s written change order.
3.2 No one other than an authorized representative of Reseller has the authority to approve any amendments or changes to the Purchase Order. Reseller technical personnel (“Reseller Personnel”) may from time-to-time render assistance or give technical advice or discuss or effect exchange or information with Supplier’s personnel concerning work hereunder. No such action taken by Supplier, whether or not accomplished with the concurrence of any Reseller’s Personnel shall be deemed a change order and shall not entitle Supplier to an equitable adjustment, unless such action is specifically directed by a written notice issued by an authorized representative of Reseller.
4. Quantities, Content, and Quality.
It is Supplier’s responsibility to furnish the proper quantities, labor categories, equipment, and other items called for by the Purchase Order. No variation in quantity, quality or affecting form, fit, or function specified herein will be accepted as compliant with the Purchase Order. Reseller reserves the right to reject in whole or in part any varied quantities, equipment type or other elements of items in the Purchase Order. Reseller reserves the right to revoke acceptance if made without actual knowledge of any varied quantities, equipment type or other elements or items in this Purchase Order. Any approvals by Reseller shall not relieve Supplier of responsibility for any error or deficiencies that may exist, or for performing the work and furnishing the Goods in strict accordance with the Purchase Order requirements.
5. No Extras/Extra Charges.
5.1 Work shall not be supplied more than the quantities specified in the Purchase Order. Supplier shall be responsible for handling charges and return shipment costs for any excess quantities.
5.2 The total price payable to Supplier for Goods furnished hereunder shall be stated in the Purchase Order. No extra charges of any kind shall apply to the Purchase Order, including without limitation, amounts for (i) any future price increases, (ii) the cost of any permits fees or licenses required for the goods and/or services to be delivered hereunder, (iii) premium transportation charges, (iv) service or carrying charges, or (v) packing, packaging, boxing, crating, palletizing, or reusable containers.
5.3 Except as may be otherwise provided in the Purchase Order, the prices herein include all Federal, State, and local taxes applicable to the goods purchased herein. Any taxes not included on the quote from the Supplier are the responsibility of the Supplier if imposed. All taxes, (including but not limited to: TERO, tariffs, sales, or excise taxes) paid under the Purchase Order must be accompanied by a receipt and sent with all invoices.
6. Inspection/Acceptance.
Payment for the Goods delivered hereunder shall not constitute acceptance thereof. Reseller and its Customer shall have the right to inspect such Goods and to reject any or all of said Goods that are in Reseller’s judgment defective or nonconforming within five (5) days of delivery. Failure to reject any defective or nonconforming Goods within five (5) days of delivery shall be deemed acceptance. Goods that are either defective, delayed, or otherwise fail to conform to the specifications in the Purchase Order may be rejected. When Supplier receives notification of rejection of Goods, Supplier shall provide Reseller with instructions for the return of Goods. Goods rejected and Goods supplied in excess of quantities called for herein may be returned to Supplier at its expense and, in addition to Reseller’s other rights, Reseller may charge Supplier all expenses of unpacking, examining, repacking, and reshipping such Goods. In the event Reseller receives Goods whose defects or nonconformity is not apparent on examination, Reseller reserves the right to request replacement, as well as payment of damages. Supplier shall not replace any rejected Goods or re-perform services without the authorized express written and signed consent of Reseller. Nothing contained in the Purchase Order shall relieve in any way the Supplier from the obligation of testing, inspection and quality control.
7. Remedies for Defects.
If any of the Goods are found to be defective in material or workmanship, or otherwise not in conformity with the requirements of the Purchase Order, Reseller (in addition to any other rights which it may have under warranties or otherwise) may at its option (1) accept all or part of the Goods with an equitable price reduction; or (2) reject and return such Goods at Supplier’s expense, and require Supplier, at Supplier’s expense, to make all repairs, modifications or replacements necessary to bring the Goods into compliance with the requirements of the Purchase Order. Supplier shall not re-tender rejected work without disclosing corrective action taken. If Supplier fails promptly to remove such Goods that are required to be removed, or promptly to replace or correct such Goods, Reseller may either (1) by Purchase Order or otherwise replace or correct such Goods and charge to Supplier the cost occasioned to Reseller thereby, or (2) may terminate this Purchase Order for default; and in either event may charge Supplier the costs of damages occasioned to Reseller thereby.
8. Reserved.
9. Packaging and Packing.
Supplier will be responsible for properly packing and packaging the Goods in suitable containers for protection during shipment in accordance with transportation regulations and good commercial practice. Reseller’s order number must be plainly marked on all invoices, packages, bills of lading, and shipping orders. Packing lists will accompany each shipment showing materials.
10. Shipment.
If in order to comply with Reseller’s required delivery date, it becomes necessary for Supplier to ship by a more expensive way than specified in this Purchase Order, any increased transportation costs resulting therefrom shall be paid for by Supplier unless the necessity for such rerouting or expedited handling has been caused by Reseller.
11. Delivery.
Time is of the essence of this Purchase Order and if delivery of Goods or rendering of services is not completed by the time promised, Reseller reserves the right, without liability in addition to its other rights and remedies, to terminate this Purchase Order by notice effective when received by Supplier as to goods not yet shipped or services not yet rendered and to purchase substitute goods or services elsewhere and charge Supplier with any loss incurred. Supplier shall properly mark each package with the Purchase Order Number, part number, serial number, quantity, and where multiple packages comprise a single shipment, each package shall also be consecutively numbered. The Purchase Order number, part number, and serial number shall be shown on packing slips, bills of lading and invoices. Delivery shall be made in the quantities and at the time specified by Reseller. Reseller shall include with each package a certificate of conformance certifying that the Goods and Services conform to all specifications set forth in the Purchase Order. Supplier agrees that Reseller and Customer reserve the right to refuse shipments of defective, damaged, or nonconforming Goods, quantities of Goods that differ from the amount ordered, and shipments delivered either before or after the scheduled delivery date set forth in the Purchase Order. In such case, Reseller shall not be responsible for Goods delivered in excess of the quantities specified in the Purchase Order.
12. Original Equipment from Manufacturer (OEM).
All material, including material incorporated into the Goods delivered under the Purchase Order must be procured from the original equipment or component manufacturer (OEM/OCM), or the OEM/OCM’s authorized distributor. Independent distributors or brokers are not acceptable suppliers and shall not be used to provide products delivered under the Purchase Order.
13. Counterfeit Parts.
Supplier warrants that it has policies and procedures in place (or similar measures in the absence of such policies and procedures) to ensure that none of the supplies or materials furnished under the Purchase Order are “suspect or counterfeit parts” and certifies to the best of its knowledge and belief that no such parts shall be furnished to Reseller. For the purposes of this Purchase Order, “suspect or counterfeit parts” refers to any parts, including those of new manufacture, that are misleadingly labeled to provide the impression that they are of a different class or quality or from a different source than is actually the case, or that represent gray market parts. Suspect or counterfeit parts also refer to refurbished parts, complete with false labeling, that are represented as new parts If Reseller reasonably determines that Supplier has supplied suspect or counterfeit parts, Reseller shall notify Supplier and Supplier shall immediately replace the suspect or counterfeit parts with parts acceptable to Reseller. Notwithstanding any other provision contained herein, Supplier shall be liable for all costs, fees, and penalties incurred by Reseller associated in any way with the removal and replacement of the suspect or counterfeit parts, including without limitation Reseller’s external and internal costs of removing such suspect or counterfeit parts, of reinserting replacement parts and of any testing necessitated by the reinstallation of Supplier’s goods after suspect or counterfeit parts have been exchanged. The warranties provided by Supplier under this paragraph shall survive any termination or expiration of this Purchase Order.
14. Confidential Information.
Supplemental to any existing Nondisclosure or Confidential Information Agreement between the parties, all information including, but not limited to drawings, prints, publications, specifications, process manufacturing techniques, software products and programs (in object code or any other form), and other intellectual property (collectively “Confidential Information”), provided by the Reseller to the Supplier, or by Supplier to Reseller, prior to and during the performance of this Purchase Order that is identified as proprietary or confidential to the disclosing party will be received in confidence by the receiving party and will remain the property of the disclosing party. Neither party will reproduce, distribute, or disclose the other party’s Confidential Information without written consent, provided, however, Reseller is authorized to reproduce, distribute, and disclose Supplier’s Confidential Information to Reseller’s customers, subcontractors, or other parties who are similarly bound as necessary to use to complete any of the work under this Purchase Order.
The receiving party may use the disclosing party’s Confidential Information solely as required to perform its obligations or to exercise its rights under this order. The receiving party may disclose the disclosing party’s Confidential Information to those of its employees or employees of the disclosing party’s affiliate who have a “need to know” the Confidential Information to perform its obligations and exercise its rights under this order; provided that: (a) such persons are made aware of the obligations under these Terms and are bound by written agreements or professional obligations prohibiting the unauthorized disclosure or use of Confidential Information that are at least as protective as the terms herein; and (b) the receiving party remains liable for the acts and omissions of such affiliate with respect to the Confidential Information of the disclosing party. Each party will take all reasonable measures to protect the other party’s Confidential Information, but in no case will that be less than reasonable care. Upon completion of the order, all Confidential Information, including digital and hard copies, will be provided to the original disclosing party, or destroyed, at that party’s election. A party will not be required to hold the foregoing obligations of confidentiality with respect to Confidential Information that (w) was in such party’s possession prior to its receipt from the other party, (x) is or becomes publicly known through no fault of the receiving party, (y) is obtained from a third party who had a right to disclose it, or (z) was or is independently developed without access to any Confidential Information of the other party. Notwithstanding the foregoing, the receiving party may disclose the disclosing parties Confidential Information to the extent required by law, provided that the receiving party advises such government entity or other third party requester of the confidential nature of such Confidential Information, exercises reasonable efforts to obtain assurances that confidential treatment will be accorded there too, and if permitted, provides prompt, actual notice to the disclosing party so as to provide the disclosing party with a reasonable opportunity to seek an appropriate protective order. In any event, the receiving party shall only disclose that portion of the disclosing parties Confidential Information that, in the opinion of its counsel, is legally required. The provisions concerning use and non-disclosure of Confidential Information under this Section 14 (Confidential Information) shall survive the termination or expiration of this Purchase Order and shall remain in effect for a period of five (5) years following (i) the termination or expiration of the Purchase Order or (ii) the delivery of all Goods under the Purchase Order, whichever occurs later in time.
15. Warranty.
Supplier expressly warrants that all Goods furnished under the Purchase Order shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship. Supplier warrants that all such Goods will conform to any statements made on the containers or labels or advertisements for such Goods, or services, and that any Goods will be adequately contained, packaged, marked, and labeled. Supplier warrants that all Goods furnished hereunder will be merchantable and will be safe and appropriate for the purpose for which goods of that kind are normally used. If Supplier knows or has reason to know the particular purpose for which Reseller intends to use the Goods Supplier warrants that such Goods or services will be fit for such particular purpose. Supplier warrants that Goods furnished will conform in all respects to samples. Inspection, test, acceptance, or use of the Goods furnished hereunder shall not affect the Supplier’s obligation under this warranty, and such warranties shall survive inspection, test, acceptance, and use. Supplier’s warranty shall run to Reseller, its successors, assigns, Customers, and users of goods sold by Reseller. Supplier agrees to replace or correct defects of any Goods not conforming to the foregoing warranty promptly, without expense to Reseller, when notified of such nonconformity by Reseller, provided Reseller elects to provide Supplier with the opportunity to do so. In the event of failure of Supplier to correct defects in or replace nonconforming Goods promptly, Reseller, after reasonable notice to Supplier, may make such corrections or replace such Goods and charge Supplier for the cost incurred by Reseller in doing so.
16. Price Warranty.
Supplier warrants that the prices for the goods sold Reseller hereunder are not less favorable than those currently extended to any other customer for the same or similar goods in similar quantities. In the event Supplier reduces its price for such goods during the term of this Order, Supplier agrees to reduce the prices hereof correspondingly. Supplier warrants that prices shown on the Purchase Order shall be complete, and no additional charges of any type shall be added without Reseller’s express written consent. Such additional charges include, but are not limited to, shipping, packaging, labeling, custom duties, taxes, tariffs, storage, insurance, boxing, crating.
17. Invoices.
An itemized invoice shall be submitted electronically as outlined on Reseller’s Purchase Order. Invoices should be properly formatted with all accompanying items noted on Reseller’s Purchase Order under section labeled “Invoicing Instructions.” Invoices that do not comply with Reseller’s Invoicing Instructions shall be rejected. Reseller shall not be responsible for, and Supplier shall not invoice Reseller for interest or carrying charges.
18. Payment Terms.
18.1. Unless otherwise specified in the Purchase Order, the terms of payment are Net 60 days. If a discount for prompt payment of Supplier’s invoice is allowed, payment shall be made within the allowable period to qualify for such discount. The time allowable for payment shall begin after both of the following requirements are met: (a) all items required under Reseller’s Invoicing Instructions have been provided to and accepted by Reseller and (b) delivery and Customer acceptance of conforming Goods. Reseller reserves the right to reject any invoices or adjust Net payment terms based upon missing or incorrect information.
18.2. Each payment made shall be subject to reduction to the extent of amounts which are found by Reseller or Supplier to not have been properly payable and shall also be subject to reduction for overpayments. Supplier shall promptly notify Reseller of any such overpayments and remit the overpaid amount except as otherwise directed by Reseller.
18.3. Payment shall be deemed to have been made as of the date of mailing Reseller’s payment or electronic funds transfer.
18.4. Unless otherwise specified and agreed to in the Purchase Order, prices include all applicable federal, state, and local taxes, duties, tariffs, and similar government-imposed fees, all of which shall be listed separately on the invoice. Only items and amounts identified on the Purchase Order or otherwise agreed to in writing between the Reseller and Supplier shall be included on Supplier’s invoice.
19. Right to Use/Title.
19.1 Supplier shall provide to Reseller and/or the Customer unencumbered rights to use any Goods delivered by Supplier under the Purchase Order. Supplier shall disclose to Reseller in writing a Free, Libre and Open-Source Software (FLOSS) that will be used or delivered in connection with the Purchase Order and obtain Reseller’s written consent before using or delivering such FLOSS in connection with the Purchase Order.
19.2 Supplier agrees to full indemnify and hold Reseller harmless from and against all claims made against Reseller resulting from or related or incidental to encumbrances of right to use or unencumbered title or other rights claimed by third parties upon items provided by Supplier. Supplier agrees upon receipt of notification to promptly assume full responsibility for defense of any suit or proceeding which may be brought against Reseller or its agents, customers, or other vendors for alleged patent infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark or appearance of goods or services furnished hereunder, and Supplier further agrees to indemnify Reseller, its agents and customers against any and all expenses, losses, royalties, profits and damages including court costs and attorney’s fees resulting from any such suit or proceeding, including any settlement. Reseller may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires, and the costs of such representation shall be paid by Supplier.
20. Insurance.
Supplier will carry or obtain insurance as required by the Reseller, at Supplier’s sole cost and expense, prior to commencement and throughout the entire period of Contract performance. Such insurance will include, at a minimum:
a) Commercial General Liability with limits of no lower than $1,000,000 per occurrence and of $2,000,000 aggregate for personal injury, bodily injury, and property damage,
b) If licensed vehicles will be used in connection with the performance of the work, Supplier will maintain Business Automobile Liability insurance covering all vehicles, whether owned, hired, rented, borrowed, or otherwise, with available limits of not less than $1,000,000 per occurrence combined single limit,
c) Employer Liability Insurance coverage with a limit no less than $1,000,000 per claim, and
d) Employee Workers’ Compensation insurance as may be required by law, regulation, or ordinance.
Should Supplier be required to perform on Reseller’s or a third party’s premises at Reseller’s request, Supplier will include Reseller as a named insured on its Commercial General Liability policy. Supplier will provide a certificate of insurance upon request.
21. Indemnification.
21.1 Supplier shall defend, indemnify, and hold harmless Reseller against all damages, claims or liabilities and expenses (including attorney’s fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, any material breach of these Terms, or from any act or omission of Supplier, its agents, employees, or subcontractors. This indemnification shall be in addition to the warranty obligations of Supplier.
21.2 In the event of any claim, demand, suit, or proceeding brought by a third party against the Reseller that may give rise to indemnification under this Agreement, the Supplier, upon receiving notice of such claim, shall promptly notify the Reseller in writing, providing all known details. The Supplier shall have the right to assume the defense of the claim at its own expense, with counsel reasonably acceptable to the Reseller, and shall keep the Reseller informed. The Reseller shall cooperate fully, though it may participate in the defense at its own expense. Settlement of any claim requires the consent of the Reseller, which shall not be unreasonably withheld. The indemnification obligations survive the termination of this Agreement.
22. Limit on Reseller’s Liability-Statute of Limitations.
In no event shall Reseller be liable for anticipated profits or for incidental or consequential damages. Reseller’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this Agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim.
Reseller shall not be liable for penalties of any description. Any action resulting from any breach on the part of Reseller as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.
23. Title and Risk of Loss.
Unless otherwise provided in this Purchase Order, the F.O.B. point shall be the delivery destination indicated in the Purchase Order, and title to the Goods and risk of loss or damage shall pass to Reseller upon Reseller’s and Customer’s acceptance of the Goods regardless of where Reseller takes physical possession.
24. Stop Work Order.
Reseller may, at any time, by written notice to Supplier, stop all or any part of the work hereunder for up to ninety (90) days. Upon receiving such notice, Supplier shall immediately comply with its terms and take all reasonable steps to avoid incurring any additional cost allocable to such work. Within ninety (90) days after the effective date of the stop work order, Reseller shall either cancel the stop work order or terminate this Purchase Order in whole or in part as permitted by this Purchase Order. If a stop work order is issued, Reseller shall modify the delivery schedule and/or price in the Purchase Order as Reseller deems equitable under the circumstances, provided Supplier requests such change within ten (10) days of the end of the stop work order.
25. Termination.
25.1. Termination for Convenience. Reseller may, by written notice to Supplier terminate in whole or in part the Purchase Order for convenience if Reseller’s Customer has terminated its order. Termination shall be effective upon the date set forth in the termination notice. In the event of such termination, Supplier shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Supplier shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by Supplier’s suppliers or subcontractors which Supplier could reasonably have avoided.
25.2. Termination for Default. Reseller may terminate all or any part of the Purchase Order by written notice to Supplier if: (i) Supplier fails to provide the Goods within the time specified by the Purchase Order or any written extension authorized by Reseller; (ii) Supplier fails to perform any other provision of the Purchase Order or fails to make progress, so as to endanger performance of the Purchase Order and, in either of these two circumstances, does not cure the failure to Reseller’s satisfaction within ten (10) days after receipt of notice from Reseller specifying the failure. Reseller may immediately terminate the Purchase Order in the event Supplier declares bankruptcy, suspends its business operation, or initiates any reorganization and/or arrangement for the benefit of its creditors.
25.3. In the event of termination, Reseller’s sole financial obligation to Supplier shall be to pay for any Goods delivered to Reseller consistent with the terms of the Purchase Order. Reseller shall have no obligation to Supplier for payment of any costs, fees, or expenses relating to its exercise of its termination rights hereunder, including but not limited to termination, restocking, demobilization. Reseller and Supplier shall agree on the amount of payment for in process materials, title to which has been transferred and delivered to Reseller. Supplier shall not be paid for any work performed or costs incurred that reasonably could have been avoided. Failure to agree shall be a dispute and shall be settled under the Disputes provision of the Purchase Order. Supplier must submit all claims within sixty (60) calendar days after the effective date of termination. In no event shall Reseller be obligated to pay Supplier any amount in excess of the Purchase Order price.
26. Survivability.
Any provision of this Agreement that imposes or contemplates continuing obligations on a party will survive the expiration or termination of this Purchase Order.
27. Supplier Contact with Reseller’s Customer and Other Third Parties.
Unless specifically authorized in writing by Reseller, Supplier shall not discuss this Agreement with third parties, including Reseller’s Customer. Supplier shall immediately notify the Reseller in writing if at any time the Supplier believes the Reseller’s Customer is effecting a change to the Supplier’s scope of work under the Purchase Order or otherwise directs the Supplier in any way. Supplier is prohibited from agreeing to any changes or assuming obligations on behalf of the Reseller.
28. Force Majeure.
Reseller shall not be liable for delay or failure of performance occasioned by causes beyond its control, including, but not limited to, acts of God or the public enemy, actions or decrees of governmental entities, civil unrest, riots, acts of terrorism, organized labor strikes, declared or undeclared war, fire, floods, unusually severe weather, earthquakes, or volcanoes (“Force Majeure Event”). If Reseller is affected by a Force Majeure Event, Reseller shall give written notice to Supplier, which shall cause, without penalty to Reseller, all obligations under this Purchase Order to be immediately suspended for a period of sixty (60) days. If the period of suspension caused by the Force Majeure Event exceeds that first sixty-day period, Reseller either may terminate the Purchase Order for convenience in accord with Section 25.1 (Termination for Convenience) or issue a Stop Work Order pursuant to Section 24. Any termination settlement or equitable adjustment sought by Supplier following the termination for convenience or stop work order may not include any costs incurred during the first sixty-day suspension.
29. Applicable Laws.
This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law’s provisions. The United Nations’ Convention for the International Sale of Goods is expressly excluded from this Agreement and shall have no force or effect on the Parties.
30. Compliance with Laws.
Supplier warrants that it will comply with all applicable national, state, and local laws and regulations. Supplier shall immediately report to Reseller any information concerning violation of applicable law or regulation pertaining to the performance of this Agreement and shall provide Reseller any information and/or certifications reasonably requested and related to its compliance with applicable laws and regulations. Supplier agrees to indemnify and hold Reseller harmless against any loss or liability due to Supplier’s violation or noncompliance with such laws and regulations.
Supplier also agrees that in connection with activities under this Agreement it shall not make or promise to make any improper payments, or provide or offer to provide anything of value, directly or indirectly, to government officials or other parties in violation of the Foreign Corrupt Practices Act or other applicable anti-bribery laws or regulations to which Supplier may be subject.
31. Compliance with Export Control Laws and Regulations.
31.1. Supplier, at its sole expense, shall comply with all applicable U.S. export control laws and regulations in the performance of this Agreement.
31.2. Supplier, at its sole expense, agrees to determine and comply with all export license requirements, to obtain any export license or other official authorization, and to carry out any customs or immigration formalities or similar requirements for the export of any Goods or Services covered by this Agreement. Supplier also agrees to bear sole responsibility for all regulatory record keeping associated with the use of licenses and license exemptions/exceptions.
32. Disputes.
Any disputes under this Agreement that are not disposed of by mutual agreement of the Parties may be decided by recourse to an action at law or in equity. Until final resolution of any dispute hereunder, Supplier shall diligently proceed with performance of this Purchase Order as directed by Reseller. Any dispute over any question of fact or law arising under this Purchase Order shall be governed by the laws of the Commonwealth of Virginia. Supplier consents to personal jurisdiction in Virginia and any litigation under this Agreement, if commenced by Supplier, must be brought exclusively in a court of competent jurisdiction in the Commonwealth of Virginia, without regard to conflicts of law principles. The parties hereby mutually agree to waive their respective rights to trial by jury. The rights and remedies herein reserved to Reseller shall be cumulative and additional to any other or further rights and remedies provided in law or equity.
33. Independent Contractor.
Supplier is an independent contractor in all its operations and activities hereunder. The employees utilized by Supplier to perform work under this Agreement shall be Supplier’s employees exclusively without any relation whatsoever to Reseller.
34. Retention of Records; Audits.
Unless a longer period is specified in this Agreement or by law or regulation, and except as otherwise directed by Reseller, Supplier shall retain all records related to this Agreement for three (3) years from the date of final payment received by Supplier. At no additional cost, Supplier shall provide timely access to such records to the US Government and/or Reseller upon request.
35. Entire Agreement.
The Parties agree that the Purchase Order and the Terms herein shall constitute the entire agreement and understanding between the Parties hereto and shall supersede and replace any and all prior or contemporaneous representations, agreements, or understandings of any kind, whether written or oral, relating to the subject matter hereof. No terms or conditions of sale set forth in Supplier’s quotation or acknowledgement shall be included as a part hereof, nor shall any prior course of dealing, custom, or usage in the trade supersede or modify any provisions of this Agreement.
36. Assignments and Subcontracting.
No part of this Agreement may be assigned or subcontracted without the prior written approval of Reseller.
37. Notice.
Any notices required or permitted to be given hereunder shall be in writing and shall be deemed to be duly given when received if sent by mail to each party’s address as stated on this Agreement, or when delivered by hand or by facsimile transmission if the transmittal report indicates that the facsimile was sent successfully.
38. No Waiver.
Reseller’s failure to insist upon or enforce strict compliance by Supplier with respect to any aspect of this Agreement shall not be deemed a waiver or relinquishment to any extent of any of Reseller’s right to assert or rely upon any such provisions or rights in that or any other instance, or as a waiver of any Supplier obligation or Reseller right provided under the Agreement or by law. No right or remedy of Reseller shall be deemed waived or released unless such waiver or release is in writing and signed by an authorized representative of Reseller.
39. Order of Precedence.
Conflicting provisions hereof, if any, will be resolved by (1) first giving precedence to any provision granting greater rights or remedies to the Reseller, or imposing the greater duty, standard, responsibility or obligations on the Supplier; and (2) second, if the conflict cannot be resolved by item (1) herein, by giving precedence to the provisions in the following order: (a) the Purchase Order and any continuation pages thereof; (b) these Terms; and (c) statements of work, specifications, and drawings. In the event of any ambiguity, discrepancy, or conflict in any of the requirements, Supplier shall immediately contact Reseller for a resolution.