Purchase Ts&Cs

EXHIBIT 1
PURCHASE ORDER STANDARD TERMS AND CONDITIONS

These Purchase Order Standard Terms and Conditions, and the Purchase Order to which these terms are attached, are the complete terms of the Order between the TransCore affiliate (“Buyer”) and the Seller, as identified on the face of this Purchase Order.

1. DELIVERY AND ACCEPTANCE.

The time of delivery stated is of the essence of this Order. The date specified for delivery is the required delivery date at Buyer’s plant (FOB Destination). Unless otherwise specifically noted hereon, Buyer reserves the right to refuse any goods or services and to cancel all or any part the Order if Seller fails to deliver all or any part of the Order in accordance with the terms specified herein. If Seller’s deliveries will not meet agreed to schedules, Buyer may require Seller to ship via a  more rapid method to expedite such delivery, and any difference in cost caused by such change shall be paid by Seller. Such right shall be in addition to any other rights and remedies of Buyer. Acceptance of any part of the Order shall not bind Buyer to accept future part of the Order nor deprive Buyer of the right to return goods already accepted. Acceptance shall not be deemed to be a waiver of Buyer’s right to cancel or return all or any part of the goods due to: (1) nonconformance of the Order; (2) defects latent or patent; (3) Breach of Warranty.  Acceptance shall not be deemed to be a waiver of Buyer’s right to make any claim for damages, including but not limited to manufacturing cost, loss of profits, injury to reputation, or other special, consequential and incidental damages. Such rights shall be in addition to any other remedies provided hereunder or provided by law. Delivery shall not be deemed to be complete until goods have been actually received and accepted by Buyer notwithstanding delivery to any carrier, or until orders for services have been performed, received and accepted.

2. ACCEPTANCE/MODIFICATION OF TERMS

This Order may be accepted only by Seller’s agreement to all of the terms and conditions of this Order. Acceptance may be made by signing and returning the Order acknowledgment copy, or by part performance hereunder.  Acceptance of this Order shall constitute an unqualified agreement to the terms and conditions set forth herein unless otherwise modified in writing by the parties. Acceptance of this Order is limited to the terms and conditions stated herein. Any additions, deletions, waiver, or differences in the terms of this Order that are proposed by Seller are hereby rejected, unless Buyer agrees otherwise in writing. No additional or different terms and conditions proposed by the Seller in accepting this Order shall be binding upon Buyer unless accepted in writing by Buyer.

3. PACKING AND SHIPPING

The goods purchased by this Order must be suitably packed and prepared for shipment to secure the lowest transportation rates or appropriately packed to comply with any applicable law or regulation and any specific transportation specifications of Buyer, and carrier. All charges for packing, crating and transportation are included in the price for the goods set forth herein and will be paid by Seller except as otherwise specifically stated in this Order. A Packing List shall accompany each box or package shipment showing the order number as well as the item number and a description of the goods. In the event that no such Packing List accompanies any shipment, the count or weight or other measure of Buyer shall be final and conclusive. Buyer shall not be obligated to accept any shipments in excess of the ordered quantity. Any excess or advance shipments may be returned to Seller at Seller’s expense.

4. PAYMENT

Invoices shall be submitted in duplicate and shall contain the following information: Order number, item number, description of articles, sizes, quantities, unit prices and extended totals. Invoices submitted hereunder will paid by Electronic Funds Transfer (EFT) and paid within forty-five (45) days after receipt of invoices or acceptance of delivered items by the buyer, whichever occurs later, unless otherwise specified on the face of this Order. Any adjustments in Seller’s invoices due to shortages, late delivery, rejections, or other failure to comply with the requirements of this Order may be made by Buyer before payment. Cash discounts will be taken from date of final acceptance of delivered items, or date of acceptable invoice, whichever is later. Payment shall not constitute final acceptance. Buyer may offset against any payment hereunder any amount owed to Buyer by Seller.

5. INTERCHANGEABILITY

All items furnished on this Order under the part number specified shall be fully interchangeable with and equal in function and quality to articles heretofore furnished under the same part number.

6. WARRANTY

Seller represents and warrants (1) that the price charged for the goods and/or services purchased by this Order shall be no higher than Seller’s current price to any other customer for the same quality and quantity of such goods or services; (2) that all goods delivered pursuant hereto will be new, unless otherwise specified, and free from defects in material and workmanship; (3) that all goods will conform to applicable specifications, drawings, and standards of quality and performance, and that all items will be free from defects in design and suitable for their intended purpose; (4) that the goods covered by this Order are fit and safe for consumer use, if so intended; (5) that all services performed pursuant hereto will be free from defects in material and workmanship and will be performed in accordance with the specifications and instructions of Buyer, provided nevertheless that Seller retain discretion and control with respect to the manner and means of performing such services and shall at all times remain an independent contractor. All the representations and warranties of Seller together with its service warranties and guarantees, if any, shall run to Buyer and Buyer’s customers. Seller agrees to indemnify and hold Buyer harmless from all claims, liability loss, damage and expense including special, consequential and incidental damages incurred or sustained by Buyer by reason of any breach of any warranty with respect to the goods or services which are purchased in accordance herewith. The foregoing warranties shall survive any delivery, inspection, acceptance or payment by Buyer.

7. INSPECTION

All goods supplied and services performed pursuant hereto shall be subject to inspection and test by Buyer and its agents and by its customers whether during or after manufacture of goods, or performanceof services, and notwithstanding the terms of delivery or payment or that title to goods has not yet passed to Buyer or to its customers. In the event that goods supplied do not perform in accordance with the specifications and instructions of Buyer, Buyer may require prompt replacement or repair at Seller’s expense. If Seller does not replace or repair the goods or render the service again promptly, Buyer may repair or replace such goods or obtain such services, and  Seller shall be liable to Buyer for all costs of repair and replacement, including but not limited to packing and shipping charges.  Seller shall also be liable to Buyer for losses incurred for repair or replacement, including incidental and consequential damages which are in excess of Seller’s price for such goods or services. Buyer’s approval of design furnished by Seller shall not relieve Seller of its obligations herein. All rights and remedies of the Buyer hereunder shall be in addition to any other remedies provided by law.

8. CHANGES AND SUSPENSION

Buyer may, by written notice to Seller at any time before complete delivery is made under this Order, make changes within the general scope of this Order in any one or more of the following: (a) drawings, designs or specifications; (b) quantity; (c) delivery; (d) method of shipment or routing; (e) schedule for delivery;  or (f) make changes in the amount of Buyer furnished property. Buyer may direct Seller to suspend, in whole or in part, delivery of goods or performance of services for such period of time as may be determined by Buyer to be reasonable. If any such change or suspension causes a material change in the cost of this Order, or the time required for the performance of work under this Order, an equitable adjustment shall be made in the Order price and/or delivery schedule if Seller has notified Buyer in writing of any claim for such adjustment within twenty (20) days from the date of notice of the change from Buyer.. No adjustment or any other modification of the terms of this Order will be allowed unless authorized by Buyer in writing.   Seller shall proceed with the work as changed without interruption and without awaiting settlement of any such claim.

9. DELAY DAMAGES

Any damages for delay which were caused by Seller including, but not limited to, any liquidated damages assessed against TransCore by Department, shall be assessed and/or deducted by TransCore from the Seller Price for said efforts as liquidated damages and not as a penalty.  The assessment of liquidated damages by TransCore against Seller is not an exclusive remedy, and shall not preclude TransCore from exercising any other rights or remedies available to TransCore.

10. TAXES

Except as may be otherwise provided in this Order, the prices set forth herein include all applicable Federal, State and Local Taxes and Duties.

11. RESPONSIBILITY FOR PROPERTY

Any property of Buyer or its customers which in connection with this Order is in the possession or control of Seller or Seller’s subcontractors, vendors or agents, shall be returned to Buyer in the condition in which it was received by Seller, except for ordinary wear and tear and except to the extent that such property has been incorporated into goods delivered hereunder or has been consumed in the production of such goods. Risk of loss with respect to all such property shall be with Seller.

12. INSURANCE

Seller agrees, if requested by Buyer, to procure a policy or policies of insurance in form satisfactory to Buyer including endorsement specifically naming TransCore (for purposes of this section only TransCore shall mean TransCore Holdings, Inc., parent company, affiliates, subsidiaries, directors, officers, employees and agents)  as an additionally insured, insuring all property of Buyer or its customers which is connected with this Order and of which Seller has care, custody, control or the right of control against loss or damage resulting from fire (including extended coverage) malicious mischief and vandalism. Satisfactory evidence of such insurance shall be submitted to Buyer upon request.

13. CONFIDENTIAL INFORMATION

(a) During the course of this Order, the Parties may exchange or disclose to one another information and data which is considered “Confidential Information.”(i)  Definition of Confidential Information: “Confidential Information” as used in this Order shall mean all confidential or proprietary knowledge, cost or  design data, or information in any form whatsoever, whether provided prior to the execution of this Order or subsequently. (ii)  Exclusions: Confidential Information does not include information: (i) that was in the public domain or readily discernible from items or information generally available to the public prior to disclosure hereunder; (ii) that becomes publicly available after disclosure hereunder other than through breach of this Order; (iii) that recipient can document was rightfully in its possession prior to disclosure hereunder or independently developed by recipient without use of or reference to any Confidential Information of the disclosing party, and (iv) that is obtained independently from a third party who, to the best of recipient’s knowledge, is lawfully in possession of the same and has the right to make such disclosure without restriction of confidentiality. (iii) Protection of Confidential Information:  Seller will hold and maintain strictly confidential, and will protect from unauthorized disclosure, dissemination, or use, all Confidential Information of Buyer.  Seller acknowledges that all Confidential Information disclosed by Buyer is the property of Buyer, and the disclosure of such Confidential Information does not result in Seller obtaining any property or other rights therein.  Seller agrees to disclose or allow access to the Confidential Information only to its representatives who: (i) are informed of the restrictions of this Order; (ii) are instructed not to disclose the Confidential Information, and, (iii) have been advised, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Order.  Seller agrees and acknowledges that it will be responsible for any breach of this Order by its representatives.  Seller shall not make news releases, publicize, or issue advertising pertaining to the effort or this Order, without first obtaining the written approval of TransCore. (iv)  Marking:  Confidential Information shall include information disclosed orally, electronically, or in any other tangible or intangible form, whether or not identified or marked as “Confidential” or confirmed in a written summary by Buyer, if Seller knows or reasonably should know that the information relates to and is within the scope of Confidential Information disclosed in accordance with the foregoing. (v)  Return or Destruction:  Upon request by Buyer Seller agrees to return or destroy promptly all Confidential Information delivered or provided, or otherwise acquired by, or in the possession of Seller, and agrees that it will promptly destroy all notes, samples, models, summaries, memoranda, records, and other documents made, prepared, or compiled by recipient based upon Confidential Information of Buyer. (vi) Term: Seller’s obligations with respect to Confidential Information disclosed hereunder shall continue for a period of three (3) years from the date of completion or termination of this Order.  All rights and obligations accruing in accordance with this Section shall survive completion or termination of this Order.

14. ASSIGNMENTS AND SUBCONTRACTS

This Order is not assignable and shall not be assigned by Seller without the prior written consent of Buyer. Further, Seller agrees to obtain Buyer’s approval before subcontracting this Order or any substantial portion thereof; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials.

15. RESPONSIBILITY FOR SUPPLIES

Except as otherwise provided in the Order, Seller shall bear the risk of loss of, or damage to, the supplies covered by this Order until delivered to Buyer’s Plant (or to such other place as may be designated on the face of this Order) and accepted by Buyer. Seller shall also bear the risk of loss of, or damage to rejected supplies after receipt of Buyer’s notice of rejection, provided, however, that Buyer shall bear such risk as to loss or damage caused by the willful or negligent acts of its officers, agents or employees acting within the scope of their employment. Buyer shall have a reasonable time after delivery to inspect and to accept or reject.

16. NOTICE OF LABOR DISPUTES

Whenever the Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Order, the Seller shall immediately give notice thereof, including all relevant information with respect thereto, to the Buyer.

17. LIENS

Seller hereby waives and releases all rights of mechanic’s lien and similar rights for payment for services, labor, equipment, or materials furnished by Seller under this Order.  If, within five (5) days after receipt of notice from Buyer, Seller fails to release and discharge any lien or threatened lien, Buyer may discharge, bond against, or release the claim of lien or otherwise deal with the lien claimant. Seller shall pay Buyer (or, alternatively, Buyer shall have the right to offset against any amounts owing to Seller) all costs and expenses incurred in so doing, including reasonable attorneys’ fees incurred by Buyer.

18. DEFAULT

(a) Buyer may, by written notice of default to Seller, terminate the whole or any part of this Order in any one of the following circumstances: (i) Seller fails to make delivery of the supplies or to perform the services within the time specified herein or any extension thereof; or (ii) If Seller fails to perform any of the other provisions of this order or so fails to make progress as to endanger performance of this Order in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days after receipt of notice  from the Buyer specifying such failure; or (iii) Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or (iv)  If Seller fails to provide Buyer, within a reasonable time after demand by Buyer, written assurance of due performance by Seller. (v) If Seller fails to provide Buyer, within a reasonable time after demand by Buyer, written assurance of due performance by Seller.

(a) If this Order is terminated, Buyer may procure or otherwise obtain, upon such terms and in such manner as Buyer may deem appropriate, supplies or services similar to those terminated. Seller, subject to the exceptions set forth below, shall be liable to Buyer for any excess costs of such similar supplies or services. (b) Seller shall continue performance of this Order to the extent not terminated. Buyer shall have no obligations to Seller in respect to the terminated part of this Order except as herein provided. Buyer’s rights as set forth herein shall be in addition to Buyer’s other rights in case of Seller’s default, whether set forth in this Order or not. (c) Seller shall not be liable for damages resulting from default due to causes beyond Seller’s control and without Seller’s fault or negligence, provided, however, that if Seller’s default is caused by the default of a subcontractor or supplier, such default must arise out of causes beyond the control of both Seller and subcontractor or supplier, and without the fault or negligence of either of them and, provided further, the supplies or services to be furnished by the subcontractor or supplier were not obtainable from other sources.

19. INDEMNIFICATION

(a) Seller shall have the absolute duty to indemnify and hold Buyer (for purposes of this section only Buyer shall mean TransCore Holdings, Inc., parent company, affiliates, subsidiaries, directors, officers, employees and agents)  harmless, and at Buyer’s sole option defend,from and against any and all liability for injury to persons or property occasioned wholly or in part by an act or omission of Seller, its lower‑tier subcontractors, vendors, agents, or employees, including all expense, legal or otherwise, incurred by Buyer in the defense of any claim or suit arising out of this Order. Such damages include but are not limited to injury or death of persons (including employees of Seller), loss of or damage to property (including loss of use thereof), and economic loss, lost profit or opportunity, consequential and incidential damages, and liquidated damages. (b) Buyer shall promptly notify Seller of any claim against Buyer which is covered by this indemnification provision and shall authorize representatives of Seller to settle or defend any such claim or suit and to represent Buyer in, or to take charge of, any litigation in connection therewith. (c) Seller shall indemnify andhold Buyer (for purposes of this section only Buyer shall mean TransCore Holdings, Inc., parent company, affiliates, subsidiaries, directors, officers, employees and agents)  harmless, and ar Buyer’s sole option defend from and against any and all liability for any tax, including but not limited to sales, use, or value‑added tax, arising out of or relating to Seller’s delivery of goods or services to Buyer, or Seller’s performance of this Order. Buyer shall promptly notify Seller of any claim against Buyer for such taxes. Seller agrees to promptly take over and defend, at its own expense, any actions to collect such taxes, and shall pay any claims, demands, judgments and awards, including penalties and interest related thereto. The provisions of this paragraph shall continue in effect upon completion or termination of this Order.

20. BUYER SUPPLIED MATERIALS

If Buyer furnishes any material for fabrication hereunder, Seller agrees: (i) not to substitute any other material in such fabrication without Buyer’s prior written consent, (ii) that title to such material shall not be affected by incorporation in or attachment to any other property; and (iii) to state and warrant on its packing sheet and invoice for final parts: “All materials furnished by Buyer on this order (except that which becomes normal industrial waste or was replaced at Seller’s expense) has been returned in the form of parts or held as unused material for Buyer’s disposition.”

21. INFRINGEMENT INDEMNITIES

(a) Seller shall at its expense indemnify and defend Buyer and Buyer’s successor (collectively called “Buyer”)  in interest to the goods against any claim, suit or proceeding (collectively called ” Suit”) brought against Buyer which is based upon a claim, whether rightful or otherwise, that the goods or services, or any part thereof, furnished under this order, or Buyer’s use (including resale) thereof, constitutes an infringement of any patent, trademark, or copyright in the United States, if Seller is given reasonable notice of such suit; and Seller shall pay all damages and costs awarded against and reasonable expenses incurred by Buyer in connection with such suit. In case the goods or services or use thereof is in such suit held to constitute infringement and the use thereof is enjoined, Seller shall at its expense and at its option either procure for Buyer the right to continue the use of such goods or services; or in a manner acceptable to Buyer make replacement or modification to avoid infringement. (b) The foregoing indemnity shall not apply, and Buyer shall indemnify and defend Seller if given notice and in the same manner and extent as provided in Paragraph (a) above where such goods or services are allegedly infringing as a result of Seller’s compliance with specified written instructions by Buyer directing use by Seller of a feature not customarily used by Seller.

22. PATENTS AND DATA

(a) If any experimental, developmental or research work is called for or required hereunder, Seller agrees to and hereby does grant to Buyer an irrevocable, non‑exclusive, fully transferable, royalty‑free license to make, have made, use and sell any invention, improvement or discovery (whether or not patentable) that Seller conceives or first actually reduces to practice in the performance of this Order. (b) Seller agrees to and hereby does grants to Buyer (i) an irrevocable, non‑exclusive, fully transferable, royalty‑free license to reproduce, translate, publish, use and dispose of; and to authorize others to do so, any copyrighted or copyrightable material ordered as articles or incorporated in or supplied as a supplement with, any articles; and (ii) the right to reproduce, use and disclose for any purpose all or any part of the reports, drawings, blueprint, data and technical information delivered or specified to be delivered by Seller to Buyer under this Order.

23. TERMINATION FOR CONVENIENCE

(a) The performance of work under this Order may be terminated by the Buyer in whole or in part, whenever the Buyer shall determine that such termination is in the best interest of the Buyer. Any such termination shall be effected by delivery to the Seller of a Notice of Termination specifying the extent to which performance of work under the Order is terminated and the date upon which such termination becomes effective. (b) After receipt of a Notice of Termination, and except as otherwise directed by the Buyer, the Seller shall: (i) stop work under the Order on the date and to the extent specified in the Notice of Termination; (ii) place no further orders or subcontracts and incur no further costs or expenses for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Order that is not terminated; (iii) terminate all orders and subcontracts to the extent that they relate to the performance terminated by the Notice of Termination; (iv) settle all outstanding liabilities and claims arising out of Seller’s termination of orders and subcontracts, with the approval or ratification of the Buyer, to the extent Buyer may require; (v) transfer title to the Buyer and deliver in the manner, to the extent, and at the times directed by the Buyer: (1) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in connection with the performance of, the work terminated by the Notice of Termination; and (2) the completed or partially completed plans, drawings, information, and other property which, if the Order had been completed, would have been required to be furnished to the Buyer; (vi) complete performance of such part of the work, if any, that is not the subject of the Notice of Termination; and (vii) take such action as may be necessary, or as the Buyer may direct, for the protection and preservation of the property related to this Order which is in the possession of the Seller and in which the Buyer or the Buyer’s Customer (if any) has or may acquire an interest.

24. COMPLIANCE WITH LAWS

Seller agrees to comply with the applicable provisions of any federal, state or local law or ordinance and all orders, rules and regulations issued there under.

25. AFFIRMATIVE ACTION NOTICE

Vendors, Suppliers and Subcontractors are hereby notified that they may be subject to the provisions of 41CFR Section 60-1.4, 41CFR Section 60-250.4 and Section 60-741.4 with respect to affirmative action program and plan requirements.

26. SOLICITATION OF EMPLOYEES

For a period of twelve (12) months immediately following the completion or termination of this Agreement for any reason, whether with or without cause, Seller shall neither directly nor indirectly solicit, induce, recruit, or encourage any of Buyer’s employees to leave their engagement, or take away such employees, or attempt to solicit, induce, recruit, encourage, or take away employees of Buyer. This provision shall in no way, however, be construed to restrict, limit, or encumber the rights of any employee granted by law.

27. IMMIGRATION AND NATIONALITY COMPLIANCE

By executing this Agreement, Seller certifies that it is compliant with the state and federal immigration laws and regulations, relating to the immigration status of their subcontractors, suppliers and employees during the term of this Order. Seller acknowledges the existence of E-Verify a free internet based system operated by the Department of Homeland Security (DHS) and U.S. Citizenship and Immigration Services (USCIS) in partnership with the Social Security Administration (SSA) that allows participating employers to electronically verify the employment eligibility and social security number validity of newly hired employees. Seller shall flow down this requirement to all subcontractors and suppliers utilized during the term of this Order. Buyer shall retain the right to perform random audits of Seller and its subcontractors, suppliers and employee records to ensure compliance. Should Buyer determine Seller and/or any of its subcontractors and/or suppliers are noncompliant, Buyer may pursue all remedies allowed by this Order and law, including, but not limited to termination of this Order for default, suspension and/or debarment of Seller and/or any of its subcontractors and/or suppliers from performing any future work for  Buyer.

28. EXPORT AUTHORIZATIONS

(a) Seller agrees to comply with all applicable export and re-export control laws and regulations, including but not limited to United States Export Administration Regulations (EAR) administered by the Bureau of Industry and Security, U.S. Department of Commerce, trade and economic sanctions regulations administered by the Office of Foreign Assets Control (OFAC), U.S. Department of Treasury, the International Traffic in Arms Regulations (ITAR), Arms Control Export Act, and United States Munitions List (USML) administered by Directorate of Defense Trade Controls, Bureau of Political-Military Affairs of the U.S. Department of State, and any other export authorities identified in Supplement 3 to Part 730 of the EAR. (b) Seller shall accurately identify in writing to Buyer, within thirty (30) calendar days after issuance of this Order those goods, material, equipment, services, and technologies for which an export license or other regulatory approval is required and shall provide accurate export classification and licensing information necessary for supporting export documents, including but not limited to (as applicable) the appropriate Export Control Classification Numbers (ECCN), an indication of the applicability or availability of license exceptions or exemptions, and all pertinent technical data, drawings, brochures, technical expertise, or other relevant information as deemed necessary by Buyer. Seller shall obtain any required license or other regulatory approval required.

29. CHOICE OF LAW

The validity, construction, scope and performance of this Order shall be governed by the internal laws and not the laws of conflict of the State of Delaware.

30. NONWAIVER OF RIGHTS

The failure of Buyer to insist upon strict performance of any of the terms and conditions in this Order or to exercise any rights or remedies, shall not be construed as a waiver of its rights to assert any of same or to rely on any such terms or conditions at any time thereafter. The invalidity in whole or in part of any term or condition of this Order shall not affect the validity of other parts hereof.

31. DISPUTES

In the event of any controversy, claim, or dispute arising under or relating to this Order(“Dispute”), the Parties agree to first negotiate in good faith to reach a mutually agreeable resolution of such Dispute within a reasonable period of time.  Pending the resolution of any Dispute arising under this Order, Seller shall proceed diligently with the performance of this Order.  If good faith negotiations are unsuccessful, Seller hereby knowingly, voluntarily, and intentionally waives any right it may have to a trial by jury of any Dispute.  This Order shall be subject to the law and jurisdiction of the State of Delaware.

32. ENTIRE AGREEMENT

The parties hereby agree that this Order, including all documents incorporated herein by reference, 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.

TransCore, Terms & Conditions dated August 24, 2017

 

AMTECH TECHNOLOGY CENTER
GENERAL TERMS AND CONDITIONS

1. GOVERNING LAW/VENUE:

This purchase order and any resulting agreement shall be governed by and interpreted in accordance with the laws of the State of New Mexico and the United States of America. Any litigation arising from this agreement shall be inst. ituted in either the state or federal courts located in New Mexico.

2. ACCEPTANCE:

This purchase order and any documents referenced herein, and any documents hereafter agreed to in writing by TransCore, shall constitute the entire agreement between the parties and shall supersede all previous communications, negotiations and representations between the parties regarding the subject matter of the purchase order. Acceptance by supplier is limited to the terms of this purchase order or any other terms hereafter agreed to in writing by TransCore.

3. RISK OF LOSS AND TITLE:

Risk of loss and title shall pass to TransCore at the time goods are actually delivered to TransCore or its designee.

4. PRICES:

Prices and other charges of any kind shall be no higher than those set forth in this purchase order or, if no prices are set forth, no higher than those last quoted in writing, e-mail acceptable, to TransCore prior to this purchase order.

5. PACKAGING AND TRANSPORTATION:

Unless stated in this purchase order, there will be no charge to TransCore for boxing, packing, or storage. Materials will be suitably packed to avoid damage, to secure the lowest transportation cost, and to conform to all legal requirements and the requirements of applicable common carriers. Shipment shall be made in the manner and by the route indicated in purchase order. Additional costs resulting from failure to do so will be charged to supplier.

6. DELIVERY:

Delivery shall be made in full quantities ordered and at the time specified in strict accordance with TransCore’s delivery schedule. In the event such schedule cannot be met, TransCore will immediately be notified of the fact and amount of delay by telephone or fax. In the event of delay, TransCore may cancel the order or any part thereof, expedite routing at supplier’s cost, or exercise other legal remedies. Time is of the essence.

7. INSPECTION:

Supplier is responsible to inspect and ensure the quality of goods and services, and TransCore has no duty to inspect the same until within a reasonable time after its use of the goods or services. TransCore may reject goods upon inspection. If rejected, goods or services may be held by TransCore or returned to supplier at supplier’s risk and expense without prejudice to TransCore’s other rights or remedies.

8. TERMINATION:

TransCore may terminate all or any part of the purchase order at its option by notice to supplier. In such event, TransCore will pay supplier all actual direct costs incurred to date of notice and shall have no other liability. TransCore further may terminate all or any part of the purchase order, upon notice to supplier, for any default or breach by supplier or insolvency of supplier. In such event, TransCore may purchase substitute or similar goods or services and supplier will pay all increased costs that may result, as well as exercise all other legal rights or remedies it may have. Supplier will fulfill any portion of the purchase order which is not terminated.

9. CHANGES:

TransCore will have the right upon written notice to supplier to make changes as to destination, specifications, or other aspects of the purchase order prior to shipment, and to postpone delivery.

10. WARRANTY:

Supplier warrants that the goods and services supplied will be of merchantable quality, will conform to any specifications, drawings, or samples specified by TransCore, and will be free of defects under normal use for one year. Non-conforming goods will promptly be repaired or replaced without cost to TransCore.

11. PATENTS:

Supplier will indemnify, defend, and hold TransCore harmless against any claim that goods supplied hereunder infringe any patents or other intellectual property rights of any kind.

12. REMEDIES:

The rights and remedies reserved herein are in addition to any other rights or remedies TransCore may have at law or in equity. No waiver or delay by TransCore shall operate to waive or otherwise prejudice any other right or remedy TransCore may have. In any legal action commenced to enforce the terms and conditions herein the prevailing party shall be entitled to recover costs and expenses of such litigation, including without limitation, its attorney’s fees.

TransCore makes every effort to comply with all applicable laws and expects all its suppliers to do the same. This includes health and safety, labor and human resources, environmental, and source and content of materials. To ensure TransCore is compliant with all embargos, sanctions and other import/export laws TransCore performs a comprehensive screen of its customers and business partners routinely.

TransCore recognizes and supports California Transparency in Supply Chains Act of 2010 (SB 657) to eliminate human trafficking and slavery in its supply chain. Routine on site visits/audits will be conducted to ensure compliance. Further, TransCore helps host annual communications with its employees to regularly train them on all applicable laws surrounding its supply chain. All our vendors and business partners are expected to operate within full compliance.

ROPER TECHNOLOGIES, INC. – SUPPLIER CODE OF CONDUCT

INTRODUCTION

Roper Technologies, Inc. and its subsidiaries (collectively, “Roper”) commit to conducting global business in a legal, ethical and socially responsible manner.  This commitment extends to the suppliers with whom we chose to do business.  Roper expects the same level of honesty and integrity of its suppliers that it expects of its own employees.  To clarify the exact nature of these expectations, Roper has prepared this Supplier Code of Conduct (“Code”) which applies globally to all suppliers and the associated sub-suppliers who are part of the supply chain.  Suppliers who do not conform to these standards may have their business relationship with Roper terminated.

All suppliers are expected to take necessary steps to ensure compliance with this Code. In addition to any contractual restrictions regarding the use of subcontractors, suppliers will not use any subcontractor unless the subcontractor has agreed to the terms of this Code.  Suppliers are also required to be familiar with the business practices of their suppliers and any sub-contractors to ensure that they operate within the guidelines of this Code.

COMPLIANCE WITH LAWS AND REGULATIONS

Suppliers will comply with all laws and regulations applicable to its business, as well as the standards of its industry, including those applicable to the manufacture, pricing, sale, distribution, labeling, transport, import and export of goods and services.  Roper expects Suppliers to comply with the standards set forth in this Code even if more restrictive than any applicable laws, so long as adherence to the Code does not violate any applicable laws.  Supplier must actively assess and monitor the day-to-day management processes to ensure compliance with applicable laws and this Code.  Suppliers commit to advising applicable employees of the requirements of this Code.

EMPLOYMENT PRACTICES

Roper expects compliance with all applicable labor and employment laws and regulations.

  • Compensation & Benefits: Suppliers must comply with all applicable wage and hour laws and regulations, including those relating to overtime, minimum wage, and other elements of compensation, including any legally mandated benefits.
  • Working Hours: Suppliers must maintain regular working hours in accordance with all applicable laws and regulations. Suppliers will not require employees to work more in regular or overtime hours than allowed pursuant to applicable law.
  • Child Labor: Suppliers are prohibited from using child labor. “Child” is defined as any person who is younger than 16 or younger than the minimum working age under applicable law.
  • Forced Labor: Roper will not tolerate the use of forced or involuntary labor.  Roper will not work with suppliers who directly or indirectly use in any manner forced labor, indentured labor, bonded labor or involuntary prison labor.
  • Human Trafficking: Suppliers shall maintain a work environment that is free from human trafficking. Roper will not tolerate employment practices that include the recruitment, transportation, transfer, harboring or receipt of persons or through the use of force or the threat of force or through other forms of coercion, abduction, fraud, deception, abuse of power or by giving or receiving payments or benefits to achieve the consent of a person having control over another person for the purpose of exploitation.
  • Non-Discrimination, Harassment & Disciplinary Practice: Suppliers will not unlawfully discriminate against any worker in its hiring or employment practices on the basis of race, sexual orientation, gender identity, age, gender, disability, natural origin, religion or any other legally protected class or category. Employees of suppliers must not be exposed to physical punishment, threats of violence or physical, sexual, psychological or verbal harassment or maltreatment.
  • Freedom of Association: Suppliers should respect the rights of employees to choose whom to associate with or not associate with and to establish any lawful organization including labor organizations pursuant to applicable law.
  • Health & Safety: Suppliers must provide employees with a safe and healthy working environment, and where provided, a safe and healthy living environment.  Suppliers shall comply with all applicable worker safety laws and regulations which include:
  • Building Integrity
  • Occupational Safety
  • Occupational Injury & Illness
  • Emergency Preparedness
  • Machine Safeguarding
  • Chemical Safety
  • Sanitation, Food & Dormitory 

ETHICAL CONDUCT AND ANTI-CORRUPTION

Roper requires its suppliers to commit to the highest standards of integrity and ethics in conducting its business, including:

  • Corruption and Bribery: Suppliers will not engage in corruption, extortion or embezzlement in any form, offer or accept bribes or employ any other means to obtain an undue or improper advantage.  Suppliers must comply with all applicable anti-corruption laws and regulations of the countries where it conducts business, the U.S. Foreign Corrupt Practices Act, the UK Anti-Bribery Act, the Organization for Economic Co-operation and Development (“OECD”) Anti-Bribery Convention and all international anti-corruption treaties or conventions.  Suppliers must not bribe or provide kickbacks or any improper payments or gifts to any officer, director, employee, representative or agent of Roper.  Suppliers must immediately report to Roper any instance where an employee or representative of Roper has made any such unethical or illegal request or demand of the supplier.
  • Books and Records: Suppliers’ accounting records must:
    • be kept in accordance with the laws of each applicable jurisdiction;
    • be maintained in reasonable detail, and accurately and fairly reflect transactions, assets, liabilities, revenues, expenses; and
    • not contain any false, misleading or deceptive entries.
  • Conflicts of Interest: Suppliers must immediately report to Roper any conflict of interest of which it becomes aware.  A conflict of interest is defined as any circumstance, transaction or relationships directly or indirectly involving the supplier in which the private interest of any employee improperly interferes or appears to improperly interfere with the interests of Roper. 
  • Reporting Requirements: Suppliers must have a policy prohibiting unlawful or unethical conduct that provides employees and representatives of supplier a way to raise concerns and a process for investigating and resolving incidents.  Suppliers must not tolerate retaliation against any employee who makes a report of abuse, intimidation, discrimination, harassment or any violation of law or of the Code, or who assists in the investigation of the report.

ENVIRONMENTAL

Suppliers shall comply with all applicable environmental laws and regulations.  This shall include having processes in place to ensure compliance with those regulations relating to the handling, recycling, and disposal of dangerous or hazardous materials.

SECURITY

Suppliers will maintain adequate security at all production and warehousing facilities and implement supply chain security procedures designed to prevent the introduction of non-manifested cargo into outbound shipments.  Each supplier facility must have written security procedures to document proof of adequate security controls.

GIFT & GRATUITY POLICY

Roper employees are prohibited from soliciting or accepting any gifts, gratuities or other monetary incentives designed to improperly influence business decisions or as a condition of doing business.  Suppliers have an affirmative duty to report any such request or demand immediately to Roper.

CONFLICT MINERALS

Suppliers shall implement procedures to reasonably assure that the use of tin, tantalum, tungsten and gold (“Conflict Minerals”) in the products they manufacture does not directly or indirectly finance or benefit armed groups in the Democratic Republic of Congo or an adjoining country.  Suppliers will exercise due diligence, in accordance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, on the source and chain of custody of Conflict Minerals and make their due diligence practices available.  Upon Roper’s request, Suppliers will fully cooperate in responding to any due diligence and country of origin inquiries regarding Conflict Minerals (including requesting information from its own suppliers) and provide the requested documentation

MONITORING AND REPORTING

Roper will review this Code on a regular basis and will revise it to incorporate additional parameters when necessary.

Supplier must maintain all documentation necessary to demonstrate its compliance with the Code and will provide Roper access to such documentation upon its request.

Roper shall have the right to periodically inspect suppliers and their facilities to verify compliance with this Code either directly or through a third-party. Such inspections may be conducted without notice to suppliers. Suppliers are also required to disclose all material facts relating to production of products for Roper upon request.

Suppliers must immediately notify Roper using its ethics and compliance hotline (detailed in Roper’s Code of Ethics: http://www.ropertech.com/code-of-ethics) upon learning of any known or suspected improper behavior by supplier or by employees of Roper.

This Code is a general statement of Roper’s expectations with respect to its suppliers. The Code should be read in conjunction with suppliers’ obligations set forth in any agreements between Roper and suppliers. In the event of a conflict between this Code and any such agreement, the agreement shall control.