The terms and conditions below are applicable to the Purchase Order “PO” that referenced this location as part of an agreement between the “Seller” and “Buyer”. The term “Seller” refers to the supplier referenced in the purchase order provided by Urbineer Inc. and the term “Buyer” refers to Urbineer Inc, a corporation.

  1. Shipping – Seller agrees to supply and deliver the Goods to Buyer and to perform the Services, as applicable, on the terms set out in the finalized PO.
  2. Payment – Unless otherwise specified in the purchase order, Payment terms will be Net 30. Amounts paid under the Order shall be in U.S. Dollars. Payment shall not be due until final acceptance by Urbineer Inc. and following receipt of invoice from Seller. Buyer agrees to pay applicable sales and/or use taxes imposed by a relevant governmental entity in connection with its purchase of the Products.
  3. Delivery and Scheduling. Seller agrees to deliver the Products to Buyer in accordance with the delivery schedule and/or time frames specified in the PO. Seller agrees to ship Products per the PO using freight carriers that are approved by Buyer.  Cost of surface shipment will be the responsibility of Buyer. Title and all risk of loss or damage to the Products will pass to Buyer upon delivery to Buyer’s approved carrier at Seller’s production facility. Seller is authorized to exceed the delivery rate, or to complete performance or orders prior to the time set forth in the delivery schedule based on mutually agreed upon delivery advancement. In the event that Buyer requires any delivery changes, Buyer will use reasonable commercial efforts to provide at least four (4) weeks notice prior to a schedule change and Seller will work with Buyer to make adjustments as deemed necessary from the Buyer.
  4. Acceptance and Rejection. Buyer will accept or reject the Products within ten (10) business days after receipt.  Buyer may reject the Products if the Products fail to meet the requirements therefore stated in the applicable Statement of Work, any other specifications or if it otherwise does not conform to any industry standards.  A rejection notice may be made via email and will provide a description of any such failures in reasonable detail under the circumstances.  If Buyer fails to accept or reject Products within the specified time period, then within ten (10) business days of a request by Seller, Buyer must provide written notice of acceptance or rejection to Seller, otherwise the Products will be deemed accepted. If Buyer properly rejects Products, Seller will use all diligent efforts to correct the failures specified in the rejection notice within ten (10) business days of the rejection notice and re-deliver the Products to Buyer and the acceptance/rejection provisions above will be reapplied.  If a Product is repeatedly rejected under this Section 3 and Buyer reasonably believes Seller cannot produce a Product in accordance with an applicable Statement of Work and PO, Buyer may cancel the applicable Statement of Work and PO.
  5. Proprietary Rights. Buyer will own all rights, title and interests in and to all Products, tooling, and technology (a) specifically created or developed by Seller for Buyer, or (b) jointly created by Buyer and Seller related to the Products, and all intellectual property rights related thereto (collectively, “Inventions”).  Seller agrees to fully and promptly disclose in writing to Buyer any and all such Inventions.  Seller agrees to make and does hereby make all assignments necessary to effect, exclusively and throughout the world, the ownership by Buyer of Inventions.  Seller will, and will cause its employees and contractors to, make the same assignments and to fully cooperate with and sign any documents requested by Buyer to evidence, perfect or take any other action with respect to such assignments or to obtain protection, maintain or take any other action regarding such assigned Inventions, and Seller will not (and will not permit others to) take any other action with respect to any Inventions (including, but limited to, registering or applying in any jurisdiction for any Intellectual Property protection relating such Inventions).
  6. Warranty
  7. General Warranty. Seller represents and warrants that: (a) it has the right to enter into the agreement made pursuant to the PO and these terms and conditions and its performance will be free and clear of liens and encumbrances; (b) the Products, and the manufacture, distribution, sale, offer for sale, use and importation thereof, do not and will not infringe or misappropriate any patent, copyright, trade secret, mask work right, or other proprietary right of any third party in any jurisdiction in the world; (c) all specifications provided by Seller in connection with the Products will be complete and accurate; (d) Products will not be misbranded, falsely labeled or advertised, or falsely invoiced; (e) all development and manufacturing of the Products will at all times comply with all applicable laws and regulations; and (f) it is and will remain in compliance with all applicable laws and regulations.
  8. Products Warranty. Seller represents and warrants that all Products will: (a) be new and comprised of new materials; (b) conform to all applicable specifications; and (c) be free from any defects for a twelve (12) month warranty period from the date of receipt and acceptance by Buyer.    Buyer’s acceptance, testing, or approval of Products, their design, or materials used in Products will not relieve Seller of any of its warranty obligations.  Without in any way limiting any of the foregoing, to the extent feasible, Seller will pass through all warranties on any materials or equipment (or components thereof) provided to Seller by its third party vendors.
  9. Quality. Seller acknowledges that manufacturing and distributing products of high quality is Buyer’s highest priority.  To ensure that all Products delivered hereunder fully conform to the quality requirements specified herein and set forth in the applicable drawings, specifications and Statements of Work (collectively, the “work plan”), Seller will implement and maintain an appropriate quality assurance program (“Quality Inspection”), and will test Products to the extent necessary to ensure that the required quality level is achieved.  Buyer, from time to time, may perform inspection and testing in parallel with Seller to ensure that Seller’s quality program is fulfilling all quality requirements.  Any such inspection and testing by Buyer will not relieve Seller of its responsibility for product quality and reliability requirements hereunder. Upon delivery of all Products, Seller shall provide Material Certifications for all materials used in the fabrication of Products and a written Certificate of Conformity (“CoC”) confirming that the finished Products conform to all requirements, drawings, specifications and standards defined in the work plan. Buyer further retains the rights to audit Seller’s relevant work documents, as well as relevant manufacturing and quality records.
  10. Support. Seller will provide to Buyer the name and phone numbers of Seller personnel to contact for technical support questions related to the Products. Seller will provide training diagnostic tools as generally made available to perform technical support functions for the Products, and Seller agrees to make such services and support available during Seller’s normal business hours.
  11. Remedies. If any Products delivered to Buyer will fail to comply in any respect with the warranties set forth above, Seller may authorize Buyer to make all repairs, modifications, product improvements, corrections or replacements necessary to make such Products comply in all respects with said warranty, with full reimbursement by Seller of Buyer’s costs and expenses, or Seller will require that defective Products be returned, at Seller’s expense, to Seller’s facilities for correction. When a warranty repair is to be completed by Buyer, then Buyer and Seller will, prior to start of the warranty repair, agree to the number of labor hours required to complete the given task and agree to a reasonable labor rate.  Buyer will be entitled to a replacement, free of charge, for any part found in breach of warranty plus any associated labor cost. Seller or its representative will have the right to be present during the tear down and inspection of the failed unit and parts.
  12. Indemnification.  At Buyer’s request, Seller will defend, indemnify and hold harmless Buyer and its purchasers, officers, directors, employees, and agents from and against any claims, expenses, costs (including attorneys’ and other professionals fees and expenses), settlement, damages, and liability paid or due to a third party to the extent arising from a claim that (i) any Products or the manufacture, sale, offer for sale, use, or importation thereof, infringes any patent, copyright, trademark, trade secret, or other intellectual property right of a third party, provided, however that this clause (i) shall not apply to the extent that such Products are derived from specifications created in whole or in part by Buyer; (ii) a Product or any portion thereof is defective or caused injury or damage; provided that (a) Seller is promptly notified by Buyer (and any indemnified person), in writing, of the claim, (b) Buyer (and any indemnified person) will permit Seller to answer or defend the claim under Seller’s sole control and at Seller’s expense using counsel of Seller’s choice provided such counsel is reasonably acceptable to Buyer, (c) Buyer (or other indemnified person) will provide at Seller’s expense all information reasonably requested by Seller to assist in defending the claim, and (d) Seller will not be responsible for any settlement of an indemnified claim made by Buyer (or any indemnified person) without Seller’s prior written consent, which may not be unreasonably withheld or delayed.  Seller may not enter into any settlement that imposes any obligation on Buyer without Buyer’s prior written consent.  Seller will not publicize or permit any third party to publicize the settlement of any such claim or allegation without Buyer’s prior written consent.
  13. Insurance. Seller must at all times maintain such insurance coverage with a reputable international insurer as is necessary for Seller to be able to fully cover all the financial and other obligations set forth in the PO and Statements of Work without material adverse effects on Seller’s financial solvency.  Seller must evidence the same upon Buyer’s reasonable request. Upon request Seller will deliver to Buyer one or more certificates of insurance showing evidence of the coverage required above.
  14. Assignment. Neither party hereto may assign or delegate its rights or obligations hereunder without the other’s prior written consent; provided, however, that Buyer may assign any or all of its rights and obligations hereunder to a successor-in-interest in the event of a reorganization, merger or other change of control transaction or in connection with the sale of all or substantially all of its assets relating without the consent of Seller.
  15. Force Majeure. Neither party shall be liable in damages or have the right to terminate this agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including but not limited to acts of God, government restrictions (including the denial or cancellation of any export of other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected (including mechanical, electronic, or communications failure). Written notice of such delay, including the anticipated duration of the delay, must be given by the nonperforming party within ten (10) days of the event. During the period of any delay or failure to perform by Seller, Buyer, at its option, may purchase goods from other sources and reduce its schedules to Seller by such quantities, without liability to Buyer, or cause Seller to provide the goods from other sources in quantities and at times requested by Buyer and at the price set forth in this Agreement. If requested by Buyer, Seller shall, within five (5) days of such request, provide adequate assurance that the delay will not exceed such period of time as Buyer deems appropriate. If the delay lasts more than the time period specified by Buyer, or Seller does not provide adequate assurance that the delay will cease within such time period, Buyer may, among its other remedies, immediately cancel this Agreement without liability.
  16. Governing Law and Venue. The laws of the State of California will govern these Terms and Conditions. In the event of any litigation between the parties, such litigation will be commenced and maintained in the state and federal courts located in Los Angeles County, California.  The parties expressly submit themselves to the jurisdiction of such courts.