Disclosures

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 (collectively, the “Order”) between TransCore or the relevant TransCore affiliate (“Buyer”) and the seller identified on the face of the Purchase Order (“Seller”).

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 hereof if Seller fails to deliver all or any part of any goods or perform all or any part of any services in accordance with the terms specified herein. If Seller's deliveries will not meet agreed schedules, Buyer may require Seller to ship via a more rapid route or carrier in order to expedite such delivery and any difference in cost caused by such change shall be paid by Seller provided, nevertheless, that 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 shipments or performance of services nor deprive it of the right to return goods already accepted and shall not be deemed to be a waiver of Buyer's right to cancel or return all or any part of the goods because of failure to conform to Order or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages, including manufacturing cost or 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 or otherwise. 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 the acknowledgment copy hereof and returning it or by part performance hereunder, and any such acceptance 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 or differences in the terms proposed by Seller are objected to and 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 and no other addition, alteration or modification to, and no waiver of any of the provisions herein contained shall be valid unless made in writing and executed by Buyer and Seller.

3. PACKING AND SHIPPING

The goods purchased hereunder must be suitably packed and prepared for shipment to secure the lowest transportation rates or appropriately packed to comply with any specific transportation specifications of Buyer, and in all cases, to comply with carrier's regulations. 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 specified hereon 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 and 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 be Net 30 Days and paid within thirty (30) 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 pursuant hereto 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 at all times and places, whether during or after manufacture as to goods, or performance as to services, and notwithstanding the terms of delivery or payment or, as to goods, that title 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 correction thereof, or may require that the goads be replaced at Seller's expense, or as to services, require that the services be rendered again at Seller's expense. If such defects exist or if Seller is unable or refuses to replace the goods or render the service again promptly, Buyer may, by contract or otherwise, replace such goods or obtain such services and charge Seller or deduct from amounts owed by Buyer to Seller the costs, expenses and losses including incidental and consequential damages incurred thereby which are in excess of Seller's price for such goods or services. After notification to Seller that goods are defective all risk of loss with respect to such goods shall be in Seller and Seller shall pay all packing and shipping charges in connection with defective goods returned by the Buyer. Buyer's approval of design furnished by Seller shall not relieve Seller of its obligations herein. The goods covered by this Order are intended for the manufacture and sale of Buyer's established products in which Buyer has built a substantial and valuable reputation for quality and efficiency and any defect in the goods hereunder may occasion special damage to Buyer. 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; and (e) make changes in the amount of Buyer furnished property; or Buyer for any reason may direct Seller to suspend, in whole or in part, delivery of goods or performance of services hereunder for such period of time as may be determined by Buyer to be necessary or desirable. If any such change or suspension causes a material increase or decrease in the cost of, or the time required for the performance of any part of the work under this Order, an equitable adjustment shall be made in the Order price or delivery schedule, or both, provided Seller shall have notified Buyer in writing of any claim for such adjustment within twenty days from the date of such notice from Buyer or from the date of any act of Buyer which Seller considers constitutes such a change. No such adjustment or any other modification of the terms of this Order will be allowed unless authorized by Buyer by means of a written revision to this Order. Seller shall proceed with the work as changed without interruption and without awaiting settlement of any such claim.

9. 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.

10. TOOLING

In the case of any tools, dies, jigs, fixtures, patterns, equipment or other facilities of Buyer which may be in the possession of Seller in connection with this Order, Seller agrees that his responsibility shall be that of a bailee and that he shall indemnify and hold harmless Buyer from any loss or damage thereto which is caused by or as a result of negligence, act of omission on the part of Seller or its agents, employees or others until such time as such facilities are delivered into the possession of Buyer. With respect to such facilities, Seller will: (a) make and affix such markings thereon as Buyer may direct; (b) make no change, modification or alteration thereto without Buyer's written consent; (c) make no use thereof, except in the production of material ordered by Buyer and; (d) store the same without charge to Buyer in separated racks or in sections of Seller's plant, in either case, clearly marked to show that it is the property of Buyer. If Seller acquires tools or manufactures them in connection with this Order and charges Buyer for the use thereof or a tool service charge in connection therewith, Buyer may, at its option upon completion or termination of this Order, elect to take title to such tools and upon receiving notice of such election Seller will deliver such tools to Buyer upon payment by Buyer to Seller of that portion of the cast of such tools which was incurred by Seller at its expense.

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 in Seller.

12. INSURANCE

Seller agrees, if and when 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 within a reasonable period of time after request.

13. 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.

14. USE OF DESIGNS, DATA, ETC

Seller agrees that it will keep confidential the features of any equipment tools, gauges, patterns, designs, drawings, engineering data or other technical or proprietary information furnished by Buyer and use such items only in the production of items under this Order or other orders from Buyer and not otherwise, unless Buyer's written consent is first obtained. Upon completion or termination of this Order, Seller shall return all such items to Buyer or make such other disposition thereof as may be directed or approved by Buyer.

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. 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 10 days (or such longer period as Buyer may authorize in writing) 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. (b) If this Order is so 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. (c) Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by Buyer at or after termination such complete articles, partially completed articles and materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights as Seller has produced or acquired for the performance of the terminated part of this Order and Buyer will pay Seller the contract price for completed articles delivered to and accepted by Buyer and the fair value of the other property of Seller so requested and delivered. (d) 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. (e) 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.

18. ISSUANCE OF PUBLICITY

Seller agrees that prior to the issuance of any publicity or publication of any advertising which in either case makes reference to this Order, TransCore or TransCore’s Customer, Seller shall obtain written permission from TransCore’s Director of External Communication with respect thereto.

19. INDEMNIFICATION

(a) Seller shall indemnify and save TransCore (for purposes of this section only TransCore shall mean TransCore Holdings, Inc., parent company, affiliates, subsidiaries, directors, officers, employees and agents) harmless 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 lowertier subcontractors, agents, or employees, including any and all expense, legal or otherwise, incurred by Buyer in the defense of any claim or suit arising out of the work done under this Order; provided, however, that Seller shall not be liable for injury to persons or property caused by the sole negligence of Buyer, its agents and employees. 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, including lost profit or opportunity, pollution, and environmental impairment, and natural resource 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 and save TransCore (for purposes of this section only TransCore shall mean TransCore Holdings, Inc., parent company, affiliates, subsidiaries, directors, officers, employees and agents) harmless from and against any and all liability for any tax, including but not limited to sales, use, or valueadded 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. TRANSCORE SUPPLIED MATERIALS

(a) 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." (b) In the case of any tools, dies, jigs, fixtures, patterns, equipment or other facilities of Buyer which may be in the possession of Seller in connection with this Order. Seller agrees that his responsibility shall be that of a bailee and that he shall indemnify and hold harmless Buyer from any loss or damage thereto which is caused by or as a result of negligence, act of omission on the part of Seller or its agents, employees or others until such time as such facilities are delivered into the possession of Buyer. With respect to such facilities, Seller will; (i) make and affix such markings thereon as Buyer may direct; (ii) make no change, modification or alteration thereto without Buyer's written consent; (iii) make no use thereof, except in the production of material ordered by Buyer and; (iv) store the same without charge to Buyer in separated racks or in sections of Seller's plant, in either case, clearly marked to show that it is the property of Buyer. If Seller acquires tools or manufactures them in connection with this Order and charges Buyer for the use thereof or a tool service charge in connection therewith, Buyer may, at its option upon completion or termination of this Order, elect to take title to such tools and upon receiving notice of such election Seller will deliver such tools to Buyer upon payment by Buyer to Seller of that portion of the cost of such tools which was incurred by Seller at its expense.

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, nonexclusive, fully transferable, royaltyfree 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, nonexclusive, fully transferable, royaltyfree 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 from time to time 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 of work 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 Federal Immigration and Nationality Act (FINA), the Immigration Reform & Control Act (IRCA), and all other state and federal immigration laws and regulations, relating to the immigration status of their subcontractors, suppliers and employees during the term of this Agreement. Seller shall flow down this requirement to all subcontractors and suppliers utilized during the term of this Agreement. 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 Agreement and law, including, but not limited to; suspension of work, termination of this Agreement 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. E-VERIFY WORKER ELIGIBILITY VERIFICATION

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 is required to use E-Verify to authenticate employment eligibility and social security number validity of all its EMPLOYEES and to comply with the requirements of the E-Verify program.

29. CHOICE OF LAW

The validity, construction, scope and performance of this Agreement shall be governed by the internal laws and not the laws of conflict of the Commonwealth of Pennsylvania.

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

Customer and TransCore agree to first enter into negotiations to resolve any controversy, claim or dispute (“dispute”) arising under or relating to this Agreement. The parties agree to negotiate in good faith to reach a mutually agreeable resolution of such dispute within a reasonable period of time. If good faith negotiations are unsuccessful, Customer and TransCore agree to resolve the dispute by arbitration in accordance with the JAMS Comprehensive Arbitration Rules and Procedures or JAMS Streamlined Arbitration Rules and Procedures then in effect. The arbitration shall take place in Philadelphia, Commonwealth of Pennsylvania. The arbitrator(s) shall be bound to follow the provisions of this Agreement in resolving the dispute, and may not award punitive damages. The decision of the arbitrator(s) shall be final and binding on the parties, and any award of the arbitrator(s) may be entered or enforced in any court of competent jurisdiction.

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 April 11, 2011

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.