TERMS AND CONDITIONS OF PURCHASE
Sanmina Corporation
d.b.a Viking Technology
20091 Ellipse
Foothill Ranch, CA 92610 USA
Tel: 800-338-2361 or 949-643-7255
Fax: 949-666-8380
1. DEFINITIONS; (a) “Buyer” means Viking Technology and its affiliates, subsidiaries, successors or assigns; (b)” Seller” means the person, firm, or company to whom this Purchase Order is addressed on the face
sheets of the Purchase Order; (c) “Goods” means all goods and services or any parts thereof to be supplied under this Purchase Order. As used herein, the definition of Goods shall include services, as The context
requires; (d) “Purchase Order” means the front and back of this form, including all instructions, documents, specifications and drawings (if any) referenced herein, and the same shall serve as the exclusive
agreement between Buyer and Seller regarding the purchase and sale of any and all Goods.
2. ACCEPTANCE: This Purchase Order becomes the exclusive agreement between the parties whenever the parties purchase and/or sell Goods amongst themselves and shall become effective and binding on the
parties upon Seller’s receipt of this Purchase Order and any acknowledgement thereof or upon commencement of performance, whichever occurs sooner. Any acceptance of this Purchase Order is limited to
acceptance of the express terms and conditions of the offer contained within this Purchase Order.
3. MODIFICATION; INTERPRETATION: No change in, modification of, or revision to this Purchase Order shall be valid unless in writing and signed by an authorized representative of both parties. Any conflicting
conditions contained on the front of this Purchase Order, and inserted or made by Seller, shall be superseded by these Terms and Conditions printed on the back of this Purchase Order. Seller further agrees that
any terms or conditions contained in any acknowledgment, invoice, packing slip, or other form issued by Seller shall not be binding on Buyer to the extent that such terms and conditions add to, subtract from, or
are inconsistent with those contained in this Purchase Order, and no act of Buyer other than an express agreement in writing signed by both Seller’s and Buyer’s duly authorized representatives shall be deemed
an acceptance of any such term or condition.
4. DELIVERY AND DELAYS: Unless otherwise provided in This Purchase Order, delivery shall be FOB, destination. Title and risk of loss shall pass to Buyer, upon delivery of Goods at Buyer’s facility. Seller
understands and agrees that Buyer’s schedules depend upon Seller delivering Goods to Buyer on the dates specified in this Purchase Order. Time is therefore of the essence and if the Goods are not delivered
within the time specified herein; Buyer may reject such Goods and cancel this Purchase Order in whole or in part. The acceptance of late deliveries shall not be deemed a waiver by Buyer of its right to cancel this
Purchase Order in whole or in part, or to refuse to accept further deliveries. As soon as the Seller determines that a delivery date cannot be met, the Seller shall immediately inform the Buyer, in writing, of Seller’s
best possible delivery date so that the Buyer can determine its acceptance of Seller’s proposed new schedule. Seller shall not deliver Goods in advance of schedule. The above remedies afforded to Buyer shall not
be exclusive and Seller shall indemnify and hold Buyer harmless from and against any and all damages, losses, demands, costs and expenses arising from claims or third parties due to any breach or default of the
terms and conditions contained herein.
5. PRICE: The Purchase Order shall be limited to those prices specified in this Purchase Order which are not subject to increase unless specifically authorized by a written amendment to this Purchase
Order signed by Buyer. If price terms are omitted, the price of the Goods shall be the lower of the prices last quoted or paid, whichever is lower. Unless otherwise provided in the Purchase Order, prices specified
in this Purchase Order shall include all federal, state and local taxes or other governmental charges imposed upon the manufacture, sale or transportation of the Goods specified herein. Buyer shall automatically
receive the benefit of any general reduction in Seller’s prices implemented prior to deliver, and in no event shall Buyer be charged a price higher than charged to Seller’s other customers for goods of like grade
and qualify and in substantially the same quantities. Accordingly, Seller will immediately notify Buyer of any price reduction and credit Buyer’s account in the appropriate amount.
6. PAYMENT: Unless otherwise provided on the front of this Purchase Order, all invoices will be paid by Buyer within sixty (60) days of the date of the invoice or the date or receipt and inspection of the Goods.
7. QUALITY ASSURANCE AND INSPECTION:
(a) All Goods ordered are subject to (i) Buyer source inspection, or in process inspection, during the period of manufacture prior to shipment and (ii) final inspection, testing and acceptance at destination
notwithstanding any prior payment or inspection and acceptance. (b) Seller shall provide and maintain a quality control system acceptable to Buyer and in compliance with those qualify control standards (if any)
specified in this Purchase Order. Seller’s qualify control system shall be subject to confirmation and acceptance by the Buyer.
8. WARRANTY:
(a) Seller warrants that all Goods to be furnished hereunder
Will be (1) in full compliance with Buyer’s specifications, blueprints, drawings and data or other description furnished or adopted by Buyer and with Seller’s samples, if any; (2) of merchantable quality; (3) fit for
use intended by Buyer; (4) of good workmanship and free from detect; and (5) Seller further warrants that Seller has clean and unencumbered title to all Goods and component parts thereof delivered to Buyer
hereunder.
(b) Seller agrees that the warranties specified herein shall be in addition to any warranties implied in law or fact and in addition to those expressly made by Seller other than as specified herein.
(c) The foregoing warranties shall constitute conditions and shall survive any delivery, inspection, test, acceptance, payments, and cancellation by Buyer.
(d) If any Goods delivered hereunder do not meet the warranties specified herein, Buyer may, at its option, (i) require Seller to correct at no cost to Buyer any detective or non-conforming Goods by repair or
replacement; or (ii) return such detective or non-conforming Goods at Seller’s expense to the Seller and recover from the Seller the order price thereof; or (iii) correct the defective or non-conforming Goods itself
and charge Seller with the cost of such correction. The foregoing remedies are in addition to all other remedies at law or in equity or as otherwise set forth in this Purchase Order, and shall not be deemed to be
exclusive. All warranties shall run to the Buyer and its successors, assigns, customers, and users of its products.
(e) Buyer’s approval of Seller’s materials or design shall not relieve Seller of any warranties, nor shall waiver by Buyer of any condition, specification, or requirement constitute a waiver of such requirements for
the remaining Goods to be delivered hereunder unless so stated by Buyer in writing. The provisions of this clause shall not limit or affect the rights of Buyer under Article 8 herein.
9 CHANGES: Buyer may at any time, by written notice, make changes within the general Scope of the Purchase Order in any one or more of the following areas: (i) drawings, designs, or specifications; (ii) method
of shipping or packing; (iii) place of inspection, acceptance, or point of delivery, (iv) delivery schedule; and (v) quantity. Should any such change increase or decrease the cost of, or the time required for,
performance of this Purchase Order, an equitable adjustment may be requested by Seller or Buyer in the price, delivery schedule, or both. No claim by Seller for such adjustment will be valid unless submitted to
Buyer in writing with thirty (30) days from the date of such change. Nothing contained in this clause shall relieve Seller from proceeding without delay in the performance of the Purchase Order as changed.
10. ASSIGNMENT: No assignment of the Purchase Order, or any duty or right under it, shall be binding upon Buyer unless Buyer’s written consent to said assignment has first been obtained.
11. TERMINATION:
(a) Termination for Convenience. Buyer may terminate, for its convenience, the Purchase Order, in whole or in part, by providing notice to Seller by any reasonable means, including but not limited to, telephone,
email, facsimile, in person, or any similar means of communication. Upon receipt of such notice, Seller shall (i) discontinue all work with respect to that portion of the Purchase Order terminated by Buyer, (ii)
place no additional orders or subcontracts for materials or services as to that part of the work terminated, and (iii) take such other reasonable action as may reduce any termination costs due Seller. In the event
Buyer terminates any Purchase Order, for convenience, in whole or in part, Buyer shall pay to Seller (i) an amount equal to the aggregate purchase price of all Goods completed prior to the termination and (ii)
Seller’s raw materials, work in process, suppliers and other material costs (excluding overhead and profit) incurred in the production of any uncompleted Goods provided that such costs under (i) and (ii) can not
be allocated by Seller to other work. In no event shall termination costs exceed the total purchase price of the Goods terminated by Buyer. Seller shall submit all claims relating to Buyer’s termination for
convenience to Buyer in writing, together with supporting documentation, within thirty (30) days from receiving notice of cancellation from Buyer, otherwise all right to recover for such claim is waived
notwithstanding anything else in this agreement to the contrary.
(b) Termination for Default: If at any time the Seller shall be in default hereunder and shall fail to remedy such default to Buyer’s reasonable satisfaction with thirty (30) days following notice from Buyer specifying
such default, Buyer may immediately terminate this Purchase Order without any penalty, fees, or similar charges. Unless otherwise agreed in writing by Buyer, any such termination of the Purchase Order shall
operate as a cancellation of the entire undelivered portions of the Purchase Order.
(c) Termination for Insolvency, Buyer may terminate the Purchase Order immediately upon written notice to Seller if Seller (i) becomes insolvent; (ii) files a voluntary petition in bankruptcy; (iii) executes an
assignment for the benefit of creditors; (iv) is adjudicated a bankrupt or insolvent or a receiver or trustee in appointed for Seller; or (v) Seller terminates its existence or ceases to do business. Unless otherwise
agreed in writing by Buyer, and such termination of the Purchase Order shall operate as a cancelation of the entire undelivered portions of the Purchase Order and is permitted without any penalty, cancellation
fee, or other similar charges.
12. INDEMNITY: Except when the work hereunder or suppliers are manufactured to detailed designs originated and furnished by Buyer or by a process or method the use of which is specifically directed by Buyer,
Seller guarantees that the Goods produced hereunder and the sale or use of them will not infringe any patents or other third party intellectual property rights, and Seller shall indemnify and save Buyer and its
customers harmless from any expense, loss, cost, damage, or liability which may be incurred on account of infringement or alleged infringement of patent or other intellectual property rights with respect to such
Goods, and defend, at its own expense, any action or claim in which such infringement is alleged, provided Seller is notified of such actions or claims against Buyer within a reasonable time.
13. FORCE MAJEURE: Buyer shall be entitled to terminate this Purchase Order, due to any delay in performance by Seller due to an act of God, war, insurrection, sabotage, fire, strike, civil disturbances, accidents,
storms, floods, law, acts, or demands of any Government or official.
14. NONWAIVER, PARTIAL INVALIDTY AND REMEDIES: Any and all failure, delay or forbearance of Buyer insisting upon or enforcing at any time or times any or the provisions of the Purchase Order or to exercise
any rights or remedies under the Purchase Order, shall not be construed as a waiver or relinquishment of any such provisions, rights, or remedies in those or any other instances, rather, the same shall be and
remain in full force, and effect. Further, if any provision of the Purchase Order is or becomes void or unenforceable by law, the remainder shall be valid and enforceable. The remedies herein reserved unto the
Buyer shall be cumulative and additional to any other remedies in law or equity.
15. GOVERNING LAW: Buyer and Seller agree that this Purchase Order contract shall not be governed by the United Nations Convention on Contracts for the International Sales of Goods, rather, this contract is
and shall be construed, enforced, interpreted, and governed by the substantive law of the State of California without reference to conflict of law principles or doctrines. Buyer and Seller shall also be subject to the
exclusive jurisdiction of California.