1. DEFINITONS AND LEGAL PURPOSES SUPPLIER: 

The individual or legal entity obligated, under the terms and conditions provided herein, to render services, distribute goods, sell materials, or deliver merchandise.For all legal purposes of these terms and conditions, they shall be considered a contractual instrument, regarding the purpose of the operation to be established between INTELLIWORKS HT, LLC and the SUPPLIER. This agreement shall be subject to the legal provisions in effect in the United States, with respect to the production, transportation, sale or delivery of merchandise, work and/or services. The SUPPLIER may not assign, transfer or subcontract, whatsoever, the work or the service rendering to which this order refers. The assignment or transfer made in breach hereof shall be null and thus, shall have no effect upon the parties, unless INTELLIWORKS HT, LLC expresses its prior written consent. Accordingly, any stipulation or condition related to this order that is not expressly agreed herein shall have no effect upon the parties. The SUPPLIER shall be liable for any monetary sanction, for the violation of legal provisions to which it shall have been subject, and for employee-employee relations with its workers and employees.

2. ACCEPTANCE OF THE ORDER

This order is binding upon delivery of the merchandise solicited and/or upon supply of the services specified and/or upon commencement of the work and/or upon manufacture of the articles set forth therein. It is also considered binding if not expressly rejected by the SUPPLIER in writing within five calendar days following its receipt. This order is comprised of the terms and conditions herein and in any document or specification expressly incorporated by reference. Thus, INTELLIWORKS HT, LLC is not liable for terms proposed by the SUPPLIER in acceptance of this order are in addition to or other than those set forth in this document. The terms contained in any quotation or order confirmation from the SUPPLIER also do not constitute INTELLIWORKS HT, LLC’s acceptance. Shall the operation intended between INTELLIWORKS HT, LLC and the SUPPLIER be one of a purchase/sale with respect to merchandise that INTELLIWORKS HT, LLC has not seen and whose commercial quality cannot be classified, the agreement shall not be considered effected until INTELLIWORKS HT, LLC examines the merchandise and formally accepts it.

3. PUNCTUALITY

Delivery of the articles or parts, or execution of the services, shall be affected on production-control schedule dates or as established on the cover page of this order. INTELLIWORKS HT, LLC shall not be obligated to receive merchandise outside the term or timeframe agreed upon; however, shall it accept partial deliveries, it shall be understood that the sale shall be considered effected for such partial delivery, without INTELLIWORKS HT, LLC being obligated to provisions concerning the merchandise not delivered on time. If the fixed term for delivery of the merchandise shall not have been set, the SUPPLIER shall make the merchandise available to INTELLIWORKS HT, LLC within 24 hours following the date set forth in the order.

4. EXCUSABLE DELAYS

Neither the SUPPLIER nor INTELLIWORKS HT, LLC shall be liable for damages or delays in, or for hindrance of compliance with, this order when the cause of such is attributable to force majeure or acts of God. In order to be freed from this liability, pursuant to this article, the party that seeks the benefit of said liberation from liability shall notify the counterpart in writing, within a term of five (5) calendar days following the commencement of any cause that could excuse its service rendering or justify the breach under this article. INTELLIWORKS HT, LLC shall have the right to cancel the corresponding order immediately, by means of notification to the SUPPLIER, without INTELLIWORKS HT, LLC’s being subject to any greater liability or obligation.

5. CHANGES AND/OR MODIFICATIONS

Any modification or change to this order shall be attested in writing and signed by an authorized representative of INTELLIWORKS HT, LLC. INTELLIWORKS HT, LLC shall only consider requests for change made by the SUPPLIER if such are submitted in writing. Should INTELLIWORKS HT, LLC instruct the SUPPLIER to modify this order, the SUPPLIER shall respond to said instruction in writing within a term of three (3) calendar days, submitting the justified modifications to the term for executing the operation, the term for delivering the good or service to INTELLIWORKS HT, LLC for its consideration. In said case, INTELLIWORKS HT, LLC shall confirm acceptance of said change to the time and/or price, in the understanding that, should there be no confirmation by INTELLIWORKS HT, LLC, it shall be understood that the parties accept cancellation of the contents of the order. Changes that INTELLIWORKS HT, LLC could make may concern the following: (i) plans, designs or specification with respect to the services and/or work; (ii) tests or descriptions to which the products must adhere; and (iii) packing or shipping methods. If any change increases or decreases the cost or modifies the time specified for execution of all or part of the work or delivery of the products, the parties agree to make an equitable adjustment to the price or to the delivery schedules, or both.

6. SHIPMENTS

The SUPPLIER is obligated to ship the merchandise covered in this order expressly under the specifications set forth herein or in the shipment schedules drawn up and considered an integral part hereof and in accordance with INTELLIWORKS HT, LLC’s and/or its shipping agent’s instructions. Property of and risk of loss of the products shall pertain to INTELLIWORKS HT, LLC upon delivery of said merchandise, pursuant to the shipping terms specified by INTELLIWORKS HT, LLC. INTELLIWORKS HT, LLC does not allow over shipments. The SUPPLIER shall be beholden to an additional transportation expense that arises during a shipment affected in any manner other than that set forth in this purchase order or in INTELLIWORKS HT, LLC’s schedules. Should the delay in the SUPPLIER’s punctual performance be attributable to its agents or representatives, the SUPPLIER accepts its liability for all costs and expenses that result from said delay, including costs and expenses imposed upon INTELLIWORKS HT, LLC by its clients, users and end users. The SUPPLIER is obligated to warn INTELLIWORKS HT, LLC immediately and in writing at any moment it has sufficient reason to believe the deliveries shall not be affected pursuant to the schedules, indicating the causes of said delay. In said cases, INTELLIWORKS HT, LLC reserves the right to cancel this order without incurring any liability whatsoever with respect to the SUPPLIER and/or third parties. All shipments must reference INTELLIWORKS HT, LLC Purchase Order Number and include a packing slip. INTELLIWORKS HT, LLC does not accept any freight insurance unless otherwise requested.

7. INSPECTION

INTELLIWORKS HT, LLC shall have the right to inspect and to approve all materials, special tools, articles and workmanship, anytime and anywhere; the SUPPLIER shall provide and shall maintain an adequate inspection system that covers the materials, methods, manufacture and special tools; the SUPPLIER shall keep a registry of inspections carried out with respect to all work and materials during execution of this order or during any period specified herein, and said registry shall be available to INTELLIWORKS HT, LLC. Any review, inspection or test carried out by INTELLIWORKS HT, LLC under the terms of this article shall not free or excuse the SUPPLIER from its obligations pursuant to this order.

8. REJECTIONS

Should any article or service rendered be defective in terms of material or workmanship, or in any way that does not comply with the provisions set forth in this order, INTELLIWORKS HT, LLC shall have the right to reject delivery thereof or to demand the necessary correction. All expenses that said correction implies shall be assumed exclusively by the SUPPLIER, and said correction shall be affected immediately following INTELLIWORKS HT, LLC’s solicitation concerning such. Should the SUPPLIER breach the foregoing, INTELLIWORKS HT, LLC may replace or correct said materials or services, charging the corresponding cost to the SUPPLIER, which it may deduct from any payment it must make to said SUPPLIER. For commercial sales, the SUPPLIER shall be bound by eviction/dispossession and warranty against damage and defects.

9. QUALITY ASSURANCE

The SUPPLIER must meet INTELLIWORKS HT, LLC’s requirements pursuant to applicable requirements under its quality-control system. The SUPPLIER shall always be obligated to guarantee the merchandise’s quality, materials or services to INTELLIWORKS HT, LLC. Thus, the SUPPLIER is obligated to substitute or to replace, at its expense, within a term that is reasonable to both INTELLIWORKS HT, LLC and the supplier.

10. PRICES

The prices set forth in this order had been confirmed unless INTELLIWORKS HT, LLC shall have expressed its consent to adjust them while this order is being fulfilled. The prices established herein include all changes made by the SUPPLIER, packaging, returnable packaging and transportation to the delivery point. The prices established herein also include all applicable federal, state and local taxes.

11. INVOICING

Payment terms are Net 30 unless otherwise agreed and are from the date of receipt of goods. Invoices must reference the INTELLIWORKS HT, LLC purchase order number. Invoice charges must reflect the INTELLIWORKS HT, LLC purchase order.

12. INDEMNITY

The SUPPLIER shall defend, indemnify, and protect INTELLIWORKS HT, LLC, its beneficiaries, executives, officials, employees, agents, consultants, and representatives, freeing them from any damage or liability, loss, claim, lawsuit, legal action, cost or expense (including legal, expert and consulting fees) caused by, resulting from or derived from any claim, regardless of the nature thereof, including, but not limited to, personal injury (including death) and property damage, regardless of whether or not such shall have actually occurred, effecting contractual support, or regardless of whether the damage shall have been caused directly or indirectly, in whole or in part, by: (a) any defect in the products provided by the SUPPLIER; (b) breach or incompetence of the SUPPLIER with respect to its warranties or its obligations under this order; or (c) any negligence or failure by the SUPPLIER with respect to the design, production or manufacture of the products.

The SUPPLIER shall also indemnify INTELLIWORKS HT, LLC, its beneficiaries, executives, officials, employees, agents, consultants, representative, and product user freeing them from any damage or liability, loss, claim, lawsuit, legal action, cost or expense (including legal, expert and consulting fees) caused by, resulting from or derived from any matter involving the infraction of any patent, copyright, industrial-property right or other intellectual-property right related to the manufacture, use or availability of the products supplied under this order.

13. CANCELLATION OF THE PURCHASE ORDER

INTELLIWORKS HT, LLC may cancel execution of the work and/or the supply of products set forth in this order, in whole or in part, by notifying said cancellation in writing. The SUPPLIER shall suspend the work on the date and to the degree set forth in the notice and shall send an immediate written statement to INTELLIWORKS HT, LLC regarding the number of articles and material in existence. This order shall be cancelled for breach and without the need for prior notice, if the SUPPLIER does not deliver the materials or does not execute the services within the specified time; or breaches any of the conditions contained in this document.

14. INFORMATION

If INTELLIWORKS HT, LLC provides drawings, information, designs, inventions, computer software or other technical information to the SUPPLIER to facilitate compliance with this order, said information shall be, at all times, property of INTELLIWORKS HT, LLC, and the SUPPLIER shall keep said information confidential, avoiding disclosure thereof. Therefore, the SUPPLIER shall not reproduce, use or divulge said information to third parties for any purpose other than compliance with this order without prior written consent from INTELLIWORKS HT, LLC. The SUPPLIER may use INTELLIWORKS HT, LLC’s confidential information only for production and supply of the products and/or services to INTELLIWORKS HT, LLC. The SUPPLIER shall not have the right to use INTELLIWORKS HT, LLC’s and/or its affiliates’ trademarks, logos or brand names unless INTELLIWORKS HT, LLC shall have authorized the SUPPLIER in writing to use said industrial property. Documents, files and objects that contain confidential information shall be delivered to INTELLIWORKS HT, LLC once the SUPLIER shall have met its obligations under this order or as required. Said documentation shall be delivered together with all paper copies made and with all documents and/or instruments in which the confidential information shall have been incorporated.

15. PATENTS

The SUPPLIER guarantees that the sale or use of the articles, merchandise or material covered under this order does not invade or contribute to the invasion of any patent or trademark, right or brand name, whether in the U.S. or in any other country. The SUPPLIER agrees to hold INTELLIWORKS HT, LLC, its executives and/or its consultants harmless in the event of any claim that could be filed against it or against its clients, and it agrees to pay all expenses, damages and losses caused in the event of said claim.

16. ENTIRETY OF THE CONTRACT

This order, including the documents incorporated by reference, contains the entire agreement between INTELLIWORKS HT, LLC and the SUPPLIER with respect to the purchase and sale of products sold and/or services established under this order. This document substitutes any previous agreement or negotiation (whether written or verbal) between INTELLIWORKS HT, LLC and the SUPPLIER with respect to the subject of this order. No addition or modification to this order (other than a notice of change attested in writing and issued by INTELLIWORKS HT, LLC pursuant to Article Six hereof) shall be valid unless made in writing and signed by INTELLIWORKS HT, LLC’s and the SUPPLIER’s duly authorized representatives.

17. CONFLICTS

When the SUPPLIER is aware of any real or potential conflict that is delaying or threatening delay of the execution of this order, it shall notify INTELLIWORKS HT, LLC immediately, including all important information regarding such; in such cases, INTELLIWORKS HT, LLC may opt to cancel this purchase order, incurring in no liability for said cancellation.

18. LEGAL RECOURSE

Legal recourse granted under the terms contained herein is accumulative and in addition to those provided by law. Should INTELLIWORKS HT, LLC resort to legal recourse to defend its interests, as provided under the terms of this order or otherwise, such shall not be understood as the use or waiver of any remaining legal recourse to which it has the right.

19. JURISDICTION

This agreement shall be governed by the applicable United States laws in the state of Ohio. For all matters related to the interpretation and/or compliance of this agreement, the parties expressly submit themselves to the competent courts of the City of Norwalk, Ohio. Each of the parties hereby renounces any other jurisdiction that could correspond to it by law or otherwise.

IHT102 Rev 6 - Purchasing Terms and Conditions