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Terms & Conditions of Sale 
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These Terms and Conditions of Sale (“Terms and Conditions”) shall apply to all quotations and offers made by and purchase orders accepted by the Parvus Corporation (“Supplier”).  Supplier’s acceptance of an order or a purchase order from a third party (“Buyer”) is conditioned upon Buyer’s acceptance of these Terms and Conditions, regardless of whether the Buyer accepts these Terms and Conditions by a written acknowledgment, by implication, or by retention of or payment for goods ordered hereunder.  These Terms and Conditions may conflict with some or all of the terms and conditions on Buyer’s form of purchase order or otherwise specified by Buyer or these Terms and Conditions may address matters not addressed in Buyer’s purchase order or other documentation.  Supplier’s acceptance of Buyer’s offer to purchase is made only on the express understanding and condition that THESE TERMS AND CONDITIONS SHALL TAKE PRECEDENCE AND GOVERN OVER ANY CONFLICTING OR MISSING TERMS AND CONDITIONS IN BUYER’S ORDER OR IN ANY DOCUMENTS INCORPORATED BY REFERENCE IN BUYER’S ORDER, regardless of whether the Buyer accepts these Terms and Conditions by a written acknowledgment, by implication, or by retention of or payment for goods ordered hereunder.  No term or condition of Buyer’s order additional to or different from these Terms and Conditions shall become part of the contract unless explicitly agreed to in writing by Supplier.  Supplier’s failure to object to any provision contained in any communication from Buyer shall not be construed as a waiver of these Terms and Conditions nor as an acceptance of any such provision.

 
1.      QUOTATIONS: Prices, specifications and dates for delivery referenced in Supplier's quotations are for information purposes only and shall not be binding on Supplier until all technical requirements have been agreed upon and Supplier has accepted Buyer's order. Quotations terminate if not accepted by Buyer within 30 days.   In-circuit testing and functional testing, if applicable, will be included in each quotation.  Unless otherwise specified or required by law, all prices will be quoted and billed exclusive of international duties, foreign taxes, federal, state and local excise, sales and similar taxes.

2.      STATEMENT OF WORK; SPECIFICATIONS: All quotations are based on the specifications, drawings, designs and other written information supplied in a writing signed by Buyer and approved by Supplier (collectively and individually, a “Statement of Work”). In the event of any inconsistencies or conflicts between these Terms and Conditions and any Statement of Work or other written arrangement, the provisions of these Terms and Conditions shall control unless such Statement of Work or other written arrangement (a) specifically refers to the particular provision of these Terms and Conditions that is to be superseded, and (b) is signed by both Buyer and Seller. Any ambiguity in any Statement of Work shall be strictly construed against the party that prepared such Statement of Work. Supplier reserves the right to alter or modify any Statement of Work in cases where Buyer’s specifications are vague or incomplete. Supplier product information noted as “designed to meet” indicates the intent for the product to mechanically and electrically support compliance to specified military/civil standards, but that formal compliance verification has not yet been conducted. Every effort has been made to apply best engineering design practices based on previous experience with applicable military and commercial standards. Supplier product configurations shipped prior to formal Qualification Testing may vary, but represents as closely as possible the final production design. Compliance test reports for qualified designs can be made available to Buyer upon request. For those specifications (including hardware and software), standards, or qualification testing noted as “designed to meet”, Buyer should contact Supplier to ascertain the latest status and schedule.

3.      NRE CUSTOM WORK: All drawings submitted by Buyer for custom products or systems must be in a CAD format and acceptable to Supplier. Drawings must be labeled showing the direction of view (designation of front, back, side, etc. is especially critical on end caps or plates). All drawings should show dimensions to the center of cut outs for standard connectors (i.e. DB-9’s, DB-25’s, military grade connector holes, etc.). Non-standard cut outs should be dimensioned to center. All drawings are subject to approval by Supplier before Supplier work begins. As to custom work, Buyer shall be responsible for all costs and expenses associated with or related to design and development environmental testing, front-end engineering, and the procurement of parts and materials leading to prototypes. In no event shall Supplier be liable for any product or system warranties, damages, claims, product failures, system failures, or deficiencies related to or involving any drawings, designs or engineering submitted or supplied by or through Buyer in relation to any product or system sold to Buyer.

4.      CHANGE ORDERS: Buyer may request a change in services or deliverables by submitting to Supplier a written change order request signed by Buyer, detailing the scope of such change request. Supplier shall evaluate the change request, and shall provide Buyer with an impact assessment addressing relevant factors including, without limitation, the necessity for a change in quoted prices or delivery schedules or in any other of these Terms and Conditions or in any Statement of Work. Buyer shall indicate its authorization of such changed terms and its approval to make the requested changes or services or deliverables by signing the impact assessment. Any further work by Supplier on such order will be suspended and will not proceed until such written authorization has been received by Buyer.  Additionally, Supplier may extend the delivery date as a result of the mutually agreed upon changes.  All approved change order requests shall be deemed amendments to these Terms and Conditions or the Statement of Work, as applicable. Information, advice, approvals, or instructions from Buyer or Supplier representatives that are not acknowledged by the Buyer and Supplier in writing shall be deemed expressions of personal opinion only and shall not be binding upon Buyer or Supplier or affect either party’s rights and obligations hereunder.  Work on any product or system that is stopped or delayed by Buyer for any reason will be subject to a restart fee determined by Supplier. Any product or system prototypes delivered by Supplier will not be upgraded to one or more finished products without additional cost to Buyer, unless agreed by Supplier, in writing, prior to the start of work. Any Buyer request for changes to scheduled delivery dates will not be accepted by Supplier unless approved in writing, and may be subject to expedite or delay fees.

5.      PURCHASE OF THIRD-PARTY COMPONENTS, PARTS AND PRODUCTS: Buyer shall be responsible, in Supplier’s sole discretion and upon notification to Buyer, for advance payment for all third party components, parts or products specified for inclusion in any product or system ordered by Buyer. Such components, part, or products include, but are not limited to, software packages, processing cards/chips, circuit board products, media drives, and removable storage devices. Buyer may also elect to purchase such items directly from the third-party source and provide them to Supplier. In no event shall Supplier be liable for any technical support, damages, warranty claims, product failures, system failures or deficiencies related to or caused by any such third party components, parts or products. Buyer shall be responsible for all excess and non-cancellable and non-returnable (“NCNR”) material procured for Buyers order(s). In the event a follow-on order is not awarded within 45 days of final shipment, Supplier will invoice Buyer for all excess and NCNR material. Stranded material caused by a Buyer change order will be invoiced upon implementation of the change order.

6.      PAYMENT/CREDIT: In Supplier’s sole discretion, first-time orders are payable in full, in advance, and in collected funds.  An application for credit must be submitted to Supplier’s Accounting Department for review and approval. Supplier reserves the right, in its sole and absolute discretion, to approve or deny credit for any reason whatsoever. Each completed credit application must be signed by someone demonstrated to be an authorized representative of the credit applicant.  At any time, Supplier reserves the right to revoke any credit terms previously agreed upon. All orders involving shipments, deliveries or services shipped or performed outside the United States must be prepaid in full, in collected funds, prior to shipment or performance.  Except as provided herein, standard payment terms are the balance due in full 10 days of the invoice date.  All past due balances will accrue interest at the rate of 1.5% per month.  Supplier may, in its discretion, determine at any time that Buyer’s financial condition requires payment in advance, and, if such requirement is not met, Supplier may cancel the order or any part thereof and receive reasonable cancellation fees.  If Buyer fails to make any payment due hereunder when due, Supplier may recover, in addition to the payment, interest thereon at the rate of 1.5 % per month where lawful, otherwise the maximum lawful monthly interest rate, and reasonable attorney’s fees and costs. 

7.      SHIPMENT: All products will be shipped F.O.B. Supplier’s premises and may be so shipped in several lots. Supplier shall make every effort to keep its delivery commitment; however, circumstances beyond the control of Supplier could delay production or delivery of material or equipment. In the event of such delay, the delivery date provided in the contract shall be extended by the period of time lost by the delay. In the absence of specific instructions, Supplier will select the carrier and ship “collect”, but shall not be deemed thereby to assume any liability in connection with the shipment nor shall the carrier be construed to be the agent of Supplier. Buyer must provide its own insurance. Title and risk of loss or damage to all products sold hereunder shall pass from Supplier to Buyer upon delivery by Supplier to the possession of the carrier. Buyer must file any claims for loss, damage or misdelivery thereafter with the carrier. All products shall be deemed finally inspected and accepted within ten days after delivery unless notice of rejection is given in writing to Supplier within such period. Acceptance shall constitute acknowledgement of full performance by Supplier of all obligations under the contract except as stated at Section 10 (Warranties), below.

8.      CANCELLATION OF CUSTOM ORDERS OR BLANKET ORDERS: Buyers desiring to cancel, in whole or in part, a system, custom or blanket order must notify Supplier of such request, in writing, anytime prior to shipment. Upon written acceptance by Supplier of any such cancellation request, Buyer shall be liable for all costs, expenses, and charges related to such order based upon the percentage of completion of all work performed through the date of acceptance of cancellation, the costs actually incurred by Supplier in relation to all materials purchased by Supplier for the related products or systems, and all other production and material costs incurred by Supplier, including, without limitation, document setup, revision changes, tooling charges, stranded, NCNR, excess material, and related procurement expenses, or as otherwise determined by Supplier. The foregoing costs shall also include charges for administrative expenses incurred in obtaining and stocking or restocking materials related to the order in question, and the production expense associated with production line shutdown.  Supplier may accept standard product back for refund or exchange within 30 days of ship date, provided that Buyer returns the product is in its original packaging with a copy of the original packing slip. A restock fee of 20% will apply. Damaged, modified or custom product will not be accepted for refund or exchange.  Buyer must receive written authorization from Supplier before any order cancellation is approved, and will be subject to the terms & fees outlined above.

9.      EXPORT: Regardless of any disclosure made by Buyer to Supplier of the ultimate destination of Supplier products, Buyer shall not export either directly or indirectly any Supplier product, or any system incorporating said product either in contravention of statute or regulation, Including but not limited to International Traffic in Arms Regulations and the Export Administration Act, or without first obtaining all required licenses and permits from the United States Department of Commerce and any other relevant agencies or departments of the United States government, including an export license, if applicable. 

10.      LIMITED WARRANTY: 
A. Supplier warrants that all equipment shall be free from defects in material and workmanship under normal use for a period, as detailed below, commencing from date of shipment to Buyer (in each case, the “Warranty Period”), except that Supplier does not warrant that operation of the software will be completely uninterrupted or error free or that all program errors will be corrected. Buyer shall be solely responsible for determining that the equipment is suitable for Buyer's use and that such use complies with any applicable local, state or federal law. Provided that Buyer notifies Supplier in writing of any claimed defect in the equipment immediately upon discovery and any such equipment is returned to the original shipping point, transportation charges prepaid, within the applicable Warranty Period detailed below and upon examination Supplier determines to its satisfaction that such equipment is defective in material or workmanship (i.e. contains a defect arising out of the manufacture of the equipment and not a defect caused by other circumstances, including, but not limited to accident, misuse, unforeseeable use, neglect, alteration, incompatibility with other components used by Buyer, improper installation, improper adjustment, improper repair, or improper testing), Supplier shall at its option repair or replace the equipment, shipment to Buyer prepaid. Supplier shall have reasonable time to make such repairs or to replace such equipment. Any repair or replacement of equipment shall not extend the applicable Warranty Period. This warranty is limited to the applicable Warranty Period detailed below, without regard to whether any claimed defects were discoverable or latent on the date of shipment.
          Product Type                          Period from Date of Shipment

•      Parvus Active price list               1-year
(With exception of  Cisco-based products, which are warranted for 90-days without Parvus service contract)
•      All other goods                         90-days
(including Modified Standard & Customized Systems)
•      Conformal Coated Products      30-days                              
B. Supplier’s obligation to honor the above warranties is expressly conditioned upon Supplier’s receipt of payment in full for the goods subject to the warranties.  If Buyer shall fail to pay when due any portion of the purchase price or any other payment required from Buyer to Supplier under this contract or otherwise, all warranties and remedies granted under this Section 10 may, at Supplier’s option, be terminated.

C. The foregoing warranty is exclusive and in lieu of, and supplier expressly disclaims, all other representations, warranties and covenants, express or implied, with respect to the equipment and any defects therein of any nature whatever, including without limitation warranties of merchantability or fitness for a particular purpose.  Supplier shall not be liable for, and buyer assumes all risk of, any advice or failure to provide advice by supplier to buyer regarding the equipment or buyer's use of the same. Under no circumstances shall supplier, its employees, officers or directors, be liable to buyer or any third party under or for breach of these terms and conditions, any product or purchase order or related agreement under any tort, contract, negligence, strict liability, product liability, or other legal or equitable theory, whether or not foreseeable or foreseen, and buyer agrees to waive all such claims. Under no event shall supplier be liable for any special, incidental, exemplary, indirect or consequential damages, regardless of whether supplier has been advised of the possibility of such damages, and supplier’s sole and exclusive liability, and buyer’s sole and exclusive remedy, for any nonconformity or defect in the products or anything done hereunder, in tort (including negligence), contract, or otherwise, shall be as set forth in subsection 10a hereof as limited by subsection 10b hereof. This exclusive remedy shall not have failed of its essential purpose (as that term is used in the uniform commercial code) provided that the seller remains willing to repair or replace defective equipment (as defined in subsection 10a) during the warranty period within a commercially reasonable time after receiving such equipment. Supplier’s limit of liability shall not, in any event, exceed the amount paid by buyer for the goods giving rise to any claim. Buyer specifically acknowledges that seller's price for the goods ordered hereunder is based upon the limitations of supplier's liability as set forth in this contract.

11.      RETURN MATERIAL AUTHORIZATION (RMA): In the event that any product or system requires warranty or repair service, a Return Material Authorization (RMA) number MUST BE OBTAINED FROM Supplier BEFORE such can be returned. All returns must be shipped, freight prepaid, to Supplier. No unauthorized returns will be accepted within Suppliers facilities. To obtain an RMA, the following information must be supplied: product name and part number, serial number, and detailed description of the problem. Following receipt of any request for an RMA, Supplier shall inform Buyer of the warranty status of such return. Products or systems returned under a valid warranty claim shall be repaired or replaced at no expense to Buyer, other than costs incurred in returning the same to Supplier. Should a returned product be diagnosed as “no trouble found”, Supplier will contact Buyer for technical resolution before the product is returned to Buyer. With regard to out-of-warranty products or systems, no repair work shall proceed without receipt of a new Purchase Order or written authorization from Buyer related to such repairs. If a preliminary assessment indicates that the costs associated with any such repair will approach or exceed original price of the product or system, then repairs may not be undertaken, and Buyer will be notified. All work performed on out-of-warranty products or systems is warranted for 30 days from the date of return shipment to Buyer, provided that Buyer notifies Supplier of any warranty claim related to such repairs within such 30 day period.

12.      INTELLECTUAL PROPERTY: Supplier is and shall remain the sole and exclusive owner of any and all rights in any intellectual property created, designed, or conceived by Supplier in connection with or arising out of the work performed by Supplier. No work performed by Supplier shall be considered a work made for hire. Supplier grants Buyer only a limited, nonexclusive, royalty-free license to use the intellectual property embodied in any product or system provided, supplied or sold by Supplier as necessary for Buyer to utilize such product or system. Nothing in any development agreement or otherwise shall be construed as vesting in or transferring to Buyer any ownership of any intellectual property rights.  Buyer shall indemnify, defend and hold Supplier harmless against any expense, damages, attorneys’ fees, costs or losses resulting from any suit or proceeding brought for infringement of patents, trademarks, copyrights, trade secrets, or for unfair competition arising from compliance with Buyer’s designs or specifications or instructions.  Supplier shall not be liable for any costs or damages incurred by Buyer as a result of any suit or proceeding brought against Buyer and Buyer will indemnify, defend and hold Supplier harmless from any expenses, damages, attorneys’ fees, costs or losses resulting from any suit or proceeding brought against Supplier, either severally, or jointly with Buyer, to the extent such suit or proceeding is based upon or arises from claims that use of any product or any part thereof, furnished hereunder, in combination with products not supplied by Supplier constitute either direct or contributory infringement of any patent, trademark, copyright of the United States.

13.      FORCE MAJEURE: Supplier shall not be liable for any failure to perform due to unforeseen circumstances or causes beyond Supplier’s control, including, without limitation, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, labor or materials or any other causes beyond Supplier’s reasonable control.  In the event of any delay caused by such circumstance or event, the date of delivery shall, at the discretion of Supplier, be deferred for a period equal to the time of loss by reason of the delay.

13.      JURISDICTION; GOVERNING LAW: Any claim or dispute involving any product or system produced, supplied or sold by Supplier shall be brought and maintained solely before a state or federal court or other tribunal with competent jurisdiction, located in Salt Lake County, State of Utah, United States of America, and any such claim or dispute shall be governed by the laws of the State of Utah, United States of America. Any documents associated with any such claim or dispute, including these Terms and Conditions, shall be construed in accordance with and governed by the laws of the State of Utah, United States of America.

14.      MISCELLANEOUS PROVISIONS: These Terms and Conditions constitute the entire contract between Supplier and Buyer with respect to the subject matter herein and supersede all previous communications, whether oral or written.  Any changes hereto must be in a writing signed by both Supplier and Buyer.  In the event any provision of these Terms and Conditions is deemed unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in force.  Supplier and Buyer expressly agree that the Buyer is an independent contractor in the performance of each and every part of the order hereunder and is solely responsible for all of its employees and agents and will indemnify Supplier from any and all claims, liabilities, damages, debts, settlements, costs attorneys’ fees, and expenses of any type whatsoever arising on account of Buyer’s activities or those of its employees or agents, including, but not limited to unauthorized representations or warranties (or the failure to disclaim effectively all warranties and liabilities on behalf of Supplier to the same extent disclaimed herein) to its customers.

Purchase Order Terms & Conditions
 Download Purchase Order Terms & Conditions (44KB)

 

This document together with the attachments append hereto constitutes the Terms and Conditions for the Contract between the parties, and acceptance is strictly limited to the terms and conditions contained herein. Additional or differing terms, conditions or limitations of liability proposed by Seller, whether in a quote, acceptance or delivery document shall have no effect unless accepted in writing by Buyer. In particular, any limitation of liability or disclaimer of warranty is expressly rejected. Agreement by Seller to furnish the goods or services to these terms and conditions, or Seller’s commencement of such performance or acceptance of payment shall constitute acceptance by Seller of these Terms and Conditions.

1. Definitions: Words, as employed in this Agreement, shall have their normal accepted meanings. The following terms shall have the described meaning:
a. “Buyer” shall mean Parvus Corporation and or the entity identified as the Buyer in this Contract.
b. “Contract” shall mean the Purchase Order, these General Terms and Conditions, and any special conditions appended hereto or documents incorporated herein.
c. “Goods or Services” shall mean those Goods and Services identified in this Contract, which may be changed, from time to time by the mutual written agreement of the parties.
d. “Seller” shall mean the party indentified as the Seller in this Contract.
2. Price: (a) Unless otherwise specified, the prices established by this contract are firm fixed prices. Seller warrants that any unit prices charged herein do not exceed the unit prices charged by Seller to other customers in substantially similar transactions. (b) In the event Seller is liable to Buyer for any amounts, Buyer may, at its election, set-off against any amounts payable to Seller under this Contract.
3. Schedule and Delivery; Notice of Delay: Seller shall strictly adhere to all Purchase Order schedules. Time is and shall remain of the essence in the performance of this Contract.
4. New Materials; Packaging and Shipping: (a) All goods to be delivered hereunder shall consist of new materials. (b) Seller shall prepare and package the goods to prevent damage or deterioration and shall use best commercial practice for packing and packaging of items to be delivered under this Contract, unless otherwise specified in the Purchase Order.
5. Inspection and Acceptance: (a) Buyers final acceptance of Goods or Services is subject to Buyer’s final inspection within sixty (60) days after receipt at Buyer’s facility or such other place as may be designated by Buyer, notwithstanding any payment or prior test or inspection. (b) Seller and its suppliers shall establish and maintain a quality control and inspection program as specified in the Purchase Order. Subject to applicable national security regulations, Buyer and Buyer’s representatives shall have the right of access, on a non-interference basis, to any area of Seller’s or Seller’s supply chain sub-tier premises where any part of the work is being performed. Seller shall flow this requirement down to its sub-tier supply chain suppliers as a condition of this contract. Seller shall, without additional costs to Buyer, provide all reasonable in-plant accommodations, facilities, and assistance for the safety and convenience of the Buyer and Buyer’s representatives in the performance of their duties. (c) Seller shall keep and maintain inspection, test, and related records, which shall be available to Buyer or Buyer’s representative. Seller shall allow copies to be made and shall furnish all information required by the Buyer or Buyer’s representative.
6. Rejection: If Seller delivers nonconforming Goods or Services, Buyer may, at its option and Sellers’ expense: (a) return the goods for refund or credit; (b) require Seller to promptly correct or replace the Goods or Services; (c) correct the nonconformance; or, (d) obtain conforming Goods or service from another source. Buyer shall specify the reason for any return or rejection of nonconforming Goods or Services and/or shall describe the action taken. Seller shall be liable for an increase in costs, including procurement costs, attributable to Buyer’s rejection to the nonconforming goods or Services.
7. Invoices: (a) Invoices may be mailed when Goods are shipped, but the time for payment shall not commence until Buyer’s actual or schedules receipt, whichever is later, of items at their destination or upon satisfactory completion of services. Buyer shall promptly pay seller the amount due within 30 days, except if identified elsewhere in the Contract, unless the invoiced amounts is in dispute. Buyer may withhold payment for shortages and/or nonconforming Goods or Services.
8. Charges: (a) By written order, Buyer may from time to time direct changes for: (i) technical requirements; (ii) shipment or packing methods; (iii) place of delivery, inspection or acceptance; (iv) reasonable adjustments in quantities, delivery schedules or both; (v) amount of buyer-furnished property; (vi time of performance; and (vii) place of performance. (b) If any such change causes an increase or decrease in the price or in the time required for its performance, seller shall promptly notify Buyer thereof and assert its claim for equitable adjustment within thirty (30) days after the change is ordered, and an equitable adjustment shall be made. However, nothing in this provision shall excuse Seller from proceeding immediately with the directed change(s). Changes shall not be binding upon Buyer except when specifically confirmed in a written Purchase order or Change order.
9. Force Majeure: The following events, and only the following events, shall constitute force majeure under the Contract: (a) acts of god or public enemy; (b) acts of Government; (c) fires; (d) floods; (e) epidemics; (f) quarantine restrictions; (g) strikes; (h) freight embargoes; and, (i) unusually severe weather. In each case, the failure to perform must be entirely beyond the control and without the fault or negligence of the Seller. Each party shall give the other immediate notice of any event that such party claims is a Force Majeure Condition that would prevent the party from performing its obligations hereunder, and of the cessation of the condition. A party’s notice under this Section shall include the party’s good faith estimate of the likely duration of the Force Majeure Condition.
10. Termination for Convenience: (a) Buyer may, by notice in writing, direct Seller to terminate work under this Contract in whole or in part. At any time, and such termination shall not constitute default. In such event, Buyer shall have all rights and obligations accruing to it either at law or in equity, including Buyer’s rights to title and possession of the goods and materials paid for. Buyer may take immediate possession of all work so performed upon notice of termination. (b) Seller shall immediately stop work and limit costs incurred on the terminated work. (c) If such termination is for the convenience of the Buyer, Buyer, after deducting any amount(s) previously paid, shall reimburse Seller for the actual, reasonable, substantiated and allowable costs with the total amount to be paid by the Buyer being determined by negotiation.
11. Termination for Default: (a) Buyer may, by written Notice of Defaults to Seller, terminate this Contract in whole or in part, or, at Buyer’s sole discretion, require the seller to post such financial assurance as Buyer deems reasonable necessary, if the Seller fails to: (i) deliver the good or perform the services within the time specified in this Contract or any extension; (ii) make progress, so as to endanger performance of this Contract; or, (iii) perform any of the other provisions of this contract. (b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, and partially completed goods and raw material, parts, tools, dies, jigs, fixtures, pans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Contract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in the possession of Seller in which Buyer has an interest. Payment for completed goods delivered to and accepted by Buyer shall be at the Contract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller moneys otherwise due Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify the Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Contract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or under this Contract.
12. Compliance with Law: (a) Seller shall comply with all applicable provisions of Federal, state, and local laws; ordinances and all lawful orders; rules, regulations. FAA, DOT and other transportation regulations and Hazard Communication Standards promulgated pursuant to the Occupational health and Safety Act. (b) Seller shall control the dissemination of and access to technical data, information and other items received under this Contract in accordance with U.S. export control laws and regulations.
13. Ethical Standards of Conduct: Seller shall neither receive nor give any gifts or gratuities in connection with this Contract. Seller’s employees are required to conduct company business with integrity and maintain a high standard of conduct in all business-related activities. Seller shall not participate in any unethical conduct during performance of this Contract. Seller shall not engage in any personal business or investment activity that may be defined as a conflict of interest, whether real or perceived.
14. Proprietary Information and Rights: (a) All specifications, information, data, drawings, software and other items supplied to Buyer shall be disclosed to Buyer without any restrictive rights on a nonproprietary basis. (b) All Specifications, information, data, drawings, software and other items which are: (i) supplied to Seller by Buyer; or, (ii) paid for by Buyer during the performance of this Contract shall be treated as proprietary to Buyer and shall not be disclosed to any third party without Buyer’s express written consent. Seller agrees not to use any such furnished information except to perform this contract.
15. Intellectual Property: Any work, writing, idea, discovery, improvement, invention (whether patentable or not), trade secret or intellectual property of any kind first made or conceived by Seller in the performance of this Contract or which is derived from the use of information supplied by Buyer shall be the exclusive property of the Buyer. Seller shall disclose promptly all such works, writings, ideas, discoveries, improvements, inventions, trade secrets or intellectual property to Buyer, and shall execute all necessary documents to perfect Buyer’s title thereto and to obtain and maintain effective protection thereof. Any work produced under this Contract is to be deemed a work-for-hire to the extent permitted by law, and, to the extent not so permitted, shall be assigned to, and shall be, the exclusive property of, the Buyer. (b) Seller hereby grants to Buyer, and to Buyer’s subcontractors and customers, in connection with the use, offer for sale, or sale of products provided to or work being performed for Buyer, an irrevocable, non-exclusive, paid-up worldwide license under any and all intellectual property (whether domestic or foreign), including patents, copyrights, industrial designs and/or mask works owned or controlled by Seller at any time or licensed to Seller, provided such a sublicense does not conflict with any provisions of the license to the Seller. (c) Seller hereby grants Buyer, and Buyer’s subcontractors and customers, a perpetual, non-exclusive, paid-up worldwide license to reproduce, distribute copies of, perform publicly, or make derivative works from any software included in or provided with Goods Services under this Contract (Software Documentation) as reasonably required by Buyer in connection with buyer’s testing or use of the good or service.
16. Goods Warranty: Unless stated otherwise in the documents accompanying these terms and conditions, Seller shall warrant all goods against defects in design and performance for a period of one year following delivery. If this Contract is for delivery of goods, Seller shall observe, comply with and afford Buyer all applicable Uniform Commercial Code warranties contained in the Utah Consolidated Laws, and Seller hereby acknowledges that Buyer does not waive or accept any disclaimer of any such warranties.
17. Services Warranty: Unless stated otherwise in the documents accompanying these terms and conditions, Seller shall warrant all services against defects in performance for a period of one year following delivery. If this Contract includes the provisions of Services, Seller warrants that it has and will maintain sufficient trained personnel to promptly and efficiently execute the Services contemplated under this Contract. Seller further warrants that the services shall be performed to at least the standard of performance reasonably expected of similar service providers in Buyer’s geographic area.
18. Intellectual Property Warranty: Seller warrants that the sale, offerings for sale, use, or incorporation into manufactured goods and Materials (including software) of all machines, parts, components, services, devices, material, and rights furnished or licensed hereunder which are not of Buyer’s design, composition, or manufacture does not and will not infringe any valid patent, copyright, trade mark, or other proprietary or intellectual property rights.
19. Extension to Buyer’s Customers: All warranties furnished pursuant to this contract extend not only to Buyer but also to Buyer’s customers.
20. Indemnification: (a) Seller shall indemnify, hold harmless, and at Buyer’s request, defend Buyer, its officers, directors, customers, agents and employees, against all claims, liabilities, damages, losses and expenses, including attorneys’ fees and cost of suit arising out of or in any way connected with the Goods or Services provided under this Agreement, including, without limitation: (i) the breach of any warranty contained herein; (ii) an claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated clean up costs; (iii) Seller failing to satisfy the Internal Revenue Service’s guidelines for an independent contractor; (iv) an claim based on the negligence, omissions or willful misconduct of Seller or any of Seller’s agents, subcontractors, employees or anyone acting on behalf of Seller; and (v) any claim by a third party against Buyer alleging that the Goods or Service (including but not limited to software), the results of such Services, or any other products or processes provided under this Agreement, infringe a patent, copyright, trademark, trade secret or other proprietary right of third party, whether such are provided alone or in combination with other products, software or processes. Seller shall not settle any such suit or claim without Buyer’s prior written approval. Seller agrees to pay or reimburse all costs that may be incurred by Buyer in enforcing this indemnity, including attorney’s fees. (b) Should Buyer’s use, or use by its distributors, subcontractors or customers, of any Goods or Services purchased from Seller be enjoined, be threatened by injunction, or be subject of any legal proceeding, Seller shall, at its sole cost and expense, either: (i) substitute fully equivalent non-infringing Goods or Services; (ii) modify the Goods or Services so that they no longer infringe but remain fully equivalent in functionality; (iii) obtain for Buyer, its distributors, subcontractors or customers the right to continue using the Goods or Services; or, (iv) if non of the foregoing is possible, refund all amounts paid for the infringing Goods or Services. (c) Seller shall without limitation as to time, defend, indemnify and hold Buyer harmless from all liens which may be asserted against property covered hereunder, including without limitation mechanic’s liens or claims arising under Worker’s Compensation or Occupational Disease laws and from all claims for injury to persons or property arising out of or related to such property unless the same are caused solely and directly by Buyer’s negligence.
21. Insurance: If this contract is for the performance of services on Buyer’s premises, or, Seller utilizes their own vehicles to deliver goods to Buyer facility, Seller shall maintain the following insurance in at least the minimum amounts stated: (a) General Liability, Property Damage, Employer’s Liability-$1 million. (b) Workers Compensation Insurance – Statutory (c) Motor vehicle Liability - $1 million. Seller shall arrange a waiver of subrogation shall name Buyer as an additional insured under each of the above policies and shall provide to Buyer, within fifteen (15) days Buyer issuance of this Contract, a Certificate of Insurance evidencing compliance with this section.
22. Release of Information: Seller shall not publish any information developed under this Contract, nor disclose, confirm, or deny any details about existence or subject matter of this Contract, or use Buyer’s name in connection with Seller’s sales promotion or publicity without prior written approval of the Buyer.
23. Disputes: The provisions of this Contract shall be interpreted in accordance with the laws of the State of Utah without resort to said state’s Conflict Law rule, and in accordance with its fair meaning and not strictly against either party, Pending final resolution of a dispute hereunder, Seller shall proceed diligently with the performance of this Contract and in accordance with all the Terms and Conditions contained herein and with the Buyer’s direction thereof. Buyer and Seller shall each bear its own costs of processing any dispute hereunder.
24. Assignments and Subcontracting: (a) neither this Contract nor any interest herein nor claim hereunder may be transferred, novated, assigned or delegated by Seller; nor may all or substantially all of this Contract be further subcontracted by Seller without the prior written consent of Buyer. No consent shall not be deemed or relieve Seller of its obligations to comply fully with the requirements hereof. (b) Notwithstanding the above, Seller may, without Buyer’s consent, assign moneys due or to become due hereunder provided Buyer continues to have the right to exercise any and all of its rights hereunder, settle any and all claims arising out of, and enter into amendments to the Contract without notice to or consent of the assignee. Buyer shall be given prompt notice of any assignment. Amounts so assigned shall continue to be subject to any of Buyer’s rights to set-off or recoupment under this Contract or at law. (c) Buyer may assign this Contract to any successor in interest.
25. Government Contracts: for Contracts placed in support of and charged to a U.S. government Contract: (i) the appendices to the contract will include a list or lists of clauses set forth in the Federal Acquisition Regulation (FAR) or the Defense Federal Acquisition Regulation Supplement (DFARS); (ii) such appended FAR and DFARS clauses are incorporated be reference as if set forth at length herein.
26. Order of Precedence: In the event of a conflict between these Terms and Conditions and other portions of the Contract, the order of precedence shall be; (a) any typed provisions on the face of Buyer’s purchase order specifically modifying the terms of this Contract; (b) these Terms and Conditions; and, (c) any other provisions set forth in the Buyer’s Purchase Orders including any terms and conditions stated or referenced therein.
27. Independent Contractor Status: Seller is, and shall remain, an independent contractor during the performance of this Contract.
28. Communication with Buyer’s Customer: Buyer shall be solely responsible for any and all communication with Buyer’s customer regarding this or any related contract.
29. Survival: All of the provisions of this Contract shall survive the termination (whether for convenience or default), suspension or completion of this Contract unless they are clearly intended to apply only during the term of this Contract.
30. Audit Rights: (a) Buyer reserves the right to audit Seller’s records to assure compliance with the terms of this Contract. Seller shall make available all data reasonably requested by Buyer.
31. US. Export Control Laws(ITAR and/or EAR Compliance): Technical data, as defined in 22 CFR120.10 and the Export Administration Regulation 799.1 Supplement 3, which may be acquired or generated under this Purchase Order, is subject to either the International Traffic in Arms Regulations(ITAR) or Export Administration Regulations, and may require appropriate authorization from the Department of State, Directorate of Defense Trade Controls or Department of Commerce, Bureau of Industry and Security(BIS) to a foreign person. Therefore, Seller understands that, if it is a foreign entity, it shall not re-export or, if it is a U. S. entity, it shall not disclose to any foreign person, any technical data acquired under this Purchase Order until after notifying Buyer and written authorization from the appropriate U.S. Government agency us obtained.
Seller hereby agrees to (22CRF 124.13) (a) Limits the use of the technical data to the manufacture of the defense articles required by the contractor or purchase order only; and (b) Prohibit the disclosure of the technical data to any other person except subcontractors within seller’s country; and (c) Prohibit the acquisition of any rights in the technical data by any foreign person; and (c) Assure that any subcontracts issued by the seller to the subcontractors within the seller’s country. In order to facilitate seller’s execution of this purchase order, to include all limitations contained in this clause; and (d) Assure the foreign person, including subcontractors destroy or return to Buyer all of the technical data exported by Buyer pursuant to execution of the purchase order and upon fulfillment or its terms; and (e) Assure delivery of the defense articles manufactured by seller under the terms of the purchase order only to the buyer in the U.S. or to an agency of the U.S. Government.

NON-DISCLOSURE FORMS: 
For customers, partners or suppliers that intend to enter into a business relationship with Parvus in which they expect to disclose certain information deemed confidential, each party should agree to protect the confidential information of the other party as outlined in Parvus' Mutual Non Disclosure Agreement (NDA). Alternatively, customers soley requesting Parvus product schematics or CAD files should complete and return Parvus' Confidentiality Agreement.

  
 Download Parvus' Parvus Mutual NDA  (12KB). 

 Download Parvus' Confidentiality (12KB). 

COPYRIGHT, TRADEMARK, SITE USE: 
Parvus Corporation maintains this site (the "Site") for your information. Please feel free to browse the Site. If you are browsing this Site as a non-commercial consumer, you may download material displayed on the Site for your non-commercial, personal use only. If you are browsing this Site as an employee, agent, or member of any business or organization, you may download material displayed on the Site only for non-commercial purposes within your business or organization. This permission is specifically conditioned on your retaining all copyright and other proprietary notices contained on the materials. Additionally, you may not distribute or transmit (except, within your business or organization), modify, reuse, report, or use the contents of the Site for public or commercial purposes, including the text, images, audio, and video without Parvus Corporation's written permission. 

Your access and use of the Site is also subject to the following terms and conditions ("Terms and Conditions") and all applicable laws. By accessing and browsing the Site, you accept, without limitation or qualification, the Terms and Conditions below. 

PRIVACY POLICY:

Parvus respects the privacy of visitors to its Web site (“the Site”) and aims to provide an enjoyable user experience. To that end, Parvus only collects necessary information and stores it in a secure manner. 

FORMS: 
Parvus’ Web site includes forms that visitors can use to request technical support or product literature. Use of these forms is voluntary and is utilized to fulfill such requests. Individuals who do not want Parvus to collect such information should not submit these forms. Parvus may also use this information to periodically contact visitors with product information and special offers. Parvus may share your contact information with our representatives, partners and distributors so that they, acting on Parvus’ behalf, may contact visitors about their interest in Parvus products. Parvus will not share, sell or trade visitor information with any other third-parties.

COOKIES: 
The Site may use cookies in connection with e-commerce in order to track shopping transactions or to eliminate the need for visitors to re-identify themselves on future visits to the Site. If desired, visitors may configure their browsers to reject cookies, but they will not be able to engage in e-commerce transactions and may be requested to re-identify themselves on future visits. 

VISITOR STATISTICS: 
Parvus collects visitor traffic statistics, such as visitors' locations, browsers, frequency of visits, etc., to study usage patterns and improve the performance of the Site. This Web analysis does not collect any personally identifiable information and is only examined in aggregate, thus not identifying any individual visitor, unless abuse is noted.

DATA SECURITY: 
E-commerce orders are placed via a secure server (128-bit Secure Socket Layer (SSL) encryption) and are processed promptly. Personal and transaction data are electronically imported to internal databases, which are shielded from the Internet via firewalls and other security measures, preventing access from unauthorized individuals.

OPT-OUT COMMUNICATIONS: 
From time-to-time, Parvus may distribute various communications (announcements, surveys, newsletters, product notices) to visitors of the Site. Users can modify their communications preferences for receiving such correspondence at by emailing webmaster@parvus.com. Preference changes and opt-out requests will be promptly processed.

CONTACT PARVUS: 
Visitors to the Site may contact Parvus with questions or comments at:

3222 S. Washington St. 
Salt Lake City, Utah 84115 
Phone: 801.483.1533 
Fax: 801.483.1523 
E-Mail: sales@parvus.com