Calix Purchase Order Terms and Conditions

These Calix Purchase Order Terms and Conditions (the “Agreement”) set forth the terms and conditions that apply to all purchases of goods, services, and/or deliverables by Calix, Inc. (“Calix”) from the Vendor by means of a purchase order (a “PO”) issued by Calix to the Vendor identified therein (“Vendor”). Such PO is effective upon Vendor’s commencement of performance or the date of Vendor’s signature, whichever is earlier.

NO TERMS OTHER THAN THE AGREEMENT WILL APPLY TO VENDOR’S PROVISION OF PRODUCTS, SERVICES OR DELIVERABLES, EXCEPT IF THE PARTIES HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT GOVERNING PRODUCTS, SERVICES OR DELIVERABLES IN WHICH CASE THIS LATTER AGREEMENT WILL PREVAIL.

1.    GOODS; SERVICES; DELIVERABLES

1.1.    Vendor agrees to perform the services ("Services") and/or provide the goods, software, or deliverables described in a PO (collectively referred to as "Goods"), in accordance with the terms and conditions set forth in this Agreement and on the face of the PO, incorporated herein by reference.

1.2.    A PO does not constitute a firm offer and may be revoked at any time prior to acceptance. Upon acceptance of a PO, shipment of Goods or commencement of Services, Vendor shall be bound by the provisions of this Agreement.

1.3.    Any terms or conditions contained in any acknowledgment, invoice, or other communication of Vendor which are inconsistent with the terms and conditions of this Agreement and/or set forth on the PO, are hereby rejected and of no effect. To the extent that a PO might be treated as an acceptance of Vendor's prior offer, such acceptance is expressly made on condition of assent by Vendor to the terms hereof; shipment of the Goods or beginning performance of any Services by Vendor shall constitute such assent.

2.    DELIVERY

2.1.    Goods other than software. Unless otherwise specified in the PO, Vendor will deliver Goods DDP (Incoterms® 2020), with title and risk of loss transferring from Vendor to Calix at the delivery destination. Title to Goods will pass from Vendor to Calix upon acceptance by Calix at the designated ship-to address, subject to Section 3 (Inspection). Vendor shall assume all responsibility to properly insure such Goods (including when the Goods are in transit) until and up to the time when title passes to Calix. When the Vendor is responsible for exporting or importing Goods, Vendor will obtain all authorizations and permits necessary to fulfil all applicable governments’ requirements for the Goods shipment. Vendor is responsible for all shipping fees, applicable tariffs, and other costs to ship Goods. All Goods shall be packaged, marked, labelled and otherwise prepared for shipment in a manner which is in accordance with good commercial practice, country of origin marking requirements and any regulations applicable to common carriers and designed to adequately prevent damage to the Goods during shipment. Packing list(s) shall be enclosed with all shipments of Goods that indicate the content therein. Upon Calix request, Vendor will provide Calix with any information Calix reasonably requests regarding the importation of the Goods. Calix may return to the Vendor, at its expense, any quantity of Goods exceeding that specified in the PO. If a Good shipment (or part of a shipment) is likely to be delayed, Vendor will: (1) promptly notify Calix in writing and immediately propose a new delivery date, (2) use best efforts to expedite delayed Goods at Vendor's expense, and (3) issue Calix a discount or refund on the purchase price for Goods delivered late, unless otherwise agreed by the parties.

2.2.    Software or Deliverables Goods. Vendor will deliver or make available to Calix, no later than the start date of the license term set out in the applicable order or PO and in electronic form only, all software Goods, license keys, access or activation information, and all related documentation, user manuals and other relevant specifications published by Vendor ("Documentation"). Vendor will deliver or make available to Calix all updates, upgrades, enhancements and fixes to the software Goods, along with any Documentation updates, in electronic form and no later than the date each such update, upgrade, enhancement or fix is made commercially available to Vendor's other customers. Vendor will deliver all Deliverables in accordance with the applicable PO or statement of work.

3.    INSPECTION; ACCEPTANCE

3.1.    Calix shall have a reasonable time after receipt of Goods or Service deliverables and before payment to inspect them for conformity to the Agreement and/or PO and applicable specifications and any statements of work signed by an authorized representative of Calix. Goods or Services received prior to inspection shall not be deemed accepted until Calix has run adequate tests to determine whether the Goods or Services conform thereto. Use of a portion of the Goods or part of the Services for the purpose of testing shall not constitute an acceptance of the Goods or Services. If any Services and/or Goods fail to conform to this PO, Vendor will, promptly following Calix's notice thereof, replace or correct, at Vendor's expense, such nonconforming Services and/or Goods. If, after Calix’s request, Vendor fails to promptly replace or correct any nonconforming Services and/or Goods, Calix may, at its sole discretion and without prejudice to any other remedies available to Calix, (a) direct Vendor in writing to refund all fees paid by Calix with respect to such Services and/or Goods, which fees Vendor shall refund within fifteen (15) days of Calix's notice, (b) at Vendor's cost and expense, engage third parties to re-perform, repair, replace or otherwise remedy the nonconforming Services and/or Goods (as the case may be), (c) terminate this PO for Vendor's default, upon which Vendor will promptly refund any amounts paid by Calix for such nonconforming Services and/or Goods, or (d) accept such nonconforming Services and/or Goods, subject to a reduction in price commensurate with the nonconformity.

4.    INVOICES AND PAYMENTS

4.1.    Vendor will invoice Calix amounts stated in the PO. Except as specifically stated in the PO, Vendor will be responsible for all costs it incurs in connection with providing the Goods or Services, including its personnel's expenses. Except as otherwise stated in the PO, payments shall be made in United States dollars and are exclusive of applicable sales, use or similar taxes. Any such taxes shall be specifically listed and identified by Vendor in the applicable invoice. All undisputed amounts owed by Calix shall be due and payable within sixty (60) days of Calix’s receipt of an invoice. All invoices shall include the following: Calix PO number, product number and description, sizes, quantities, unit prices and extended totals, and any other information specified in the PO. Payment of invoices shall not constitute an acceptance of the Services and/or Goods and shall be subject to offset commensurate with other amounts owed by Vendor to Calix under this PO and any errors, shortages, or defects in the Services and/or Goods. Calix is not obligated to pay any invoice submitted 180 days or more after a Good is shipped or Services are completed. No increase in price shall be made in the invoice without the prior written consent of Calix. Calix will be entitled to any customary discount provided by the Vendor for prompt payment, bulk purchase, etc.

4.2.    Calix will pay Vendor any applicable sales, use or value added taxes which the law requires Vendor to collect from Calix. If Calix provides Vendor a valid exemption certificate, Vendor will not collect the taxes covered by such certificate. The parties shall work together in good faith to minimize any adverse tax consequences to each party as a result of cross-border transactions. If the law requires Calix to withhold taxes from payments to Vendor, Calix may withhold those taxes and pay them to the appropriate taxing authority. Calix will deliver to Vendor an official receipt for such taxes. Calix is not liable for any taxes that Vendor is legally obligated to pay, including net income or gross receipts taxes, franchise taxes, and property taxes.

5.    REPRESENTATIONS AND WARRANTIES

5.1.    General. Vendor represents and warrants that: (a) it has full power and authority to enter into this PO and Agreement and to perform its obligations hereunder; (b) there is no matter or dispute pending or threatened against Vendor that would adversely affect its ability to fulfill its obligations under this PO; (c) the entering into and the performance of this PO does not violate the terms and conditions of any other agreement or contract; and (d) it will comply with all applicable laws and regulations, including, without limitation, all applicable export control and import laws and regulations.

5.2.    Goods; Services. Vendor represents and warrants that (a) the Goods and Services will be provided in accordance with industry standards and all applicable laws; (b) Goods will be transferred with good and marketable title, free and clear of liens and other encumbrances; (c) Vendor has the right to grant the assignments and licenses with respect to the Goods without the need of any consents; (d) it shall perform the Services in a good and workmanlike manner by skilled and qualified personnel in accordance with industry standards and the PO; (e) the Goods and Services shall be free of defects in material and workmanship and shall conform to the terms and conditions of the PO; (f) any software and hardware supplied, will conform with the relevant Documentation, user manuals and other relevant specifications published by Vendor, licensor, and manufacturer, as applicable; (g) the Goods and Services will not infringe or misappropriate any copyright, trade secret, trademark, license, patent or other intellectual property right of any third party; and (h) the Goods or Services do not contain any malicious or hidden mechanisms or code that may damage or corrupt the Goods, Services, or Calix property, or otherwise adversely impact Calix, its customers and/or other third parties. In the event Vendor breaches any warranty set forth herein, at Calix’s sole discretion and without prejudice to any other remedies available to Calix, Calix may at its option (w) direct Vendor in writing to refund all fees paid by Calix with respect to such Goods and/or Services, which fees Vendor shall refund within fifteen (15) days of Calix’s notice, (x) at Vendor's cost and expense, re-perform, repair or replace or otherwise remedy the nonconforming Goods and/or Services (as the case may be), (y) terminate this PO (in whole or part) in accordance with Section 11 (Termination), and/or (z) waive the nonconformity, subject to a reduction in price commensurate with the nonconformity.

6.    INSURANCE

6.1.    Vendor shall put in place and maintain, at its own cost and expense, appropriate and sufficient insurance with a reputable insurance company to cover the activities of Vendor contemplated under the PO. For the avoidance of doubt, the availability of insurance or applicable deductibles will not limit Vendor's liability, or relieve Vendor of any liability or financial responsibility, under the PO. Upon request, Vendor will provide Calix with certificates of insurance for all insurance coverage.

7.    CONFIDENTIALITY; SECURITY; PERSONAL DATA

7.1.    “Confidential Information” means all technical and non-technical information in any form, whether oral, written or other tangible form, that the disclosing party (“Discloser”) designates as being confidential or which, given the nature of the information or the circumstances surrounding disclosure, would reasonably be considered as confidential and/or proprietary. Confidential Information also includes the confidential information of a third party which is disclosed under this Agreement. The receiving party (“Recipient”) may use this Confidential Information solely for the purpose of fulfilling its obligations under this Agreement or to exercise its rights hereunder, and may only share this Confidential Information with its directors, employees, advisors and consultants (“Representatives”) who (i) have a need to know the information in connection with their duties and (ii) are parties to confidentiality agreements with Recipient that protect the Discloser’s Confidential Information with terms no less stringent than those in this Agreement. Recipient will use the same degree of care, but no less than a reasonable degree of care, as it uses with respect to its own Confidential Information to protect Discloser’s Confidential Information and prevent any unauthorized use or disclosure thereof. Recipient will be responsible for any breach of this Agreement by its Representatives. Recipient agrees to notify Discloser in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure or use of Discloser’s Confidential Information of which it is aware.

7.2.    The obligations in Section 7.1 shall not apply to any Confidential Information that Recipient can demonstrate with documentary evidence: (a) was publicly available prior to this Agreement or becomes publicly available through no breach of confidentiality obligations by Recipient; (b) is rightfully received by Recipient from third parties lawfully in possession of such information and lawfully empowered to disclose such information without accompanying confidentiality obligations; (c) was known to Recipient without an obligation of confidentiality at the time Recipient received the information from Discloser; (d) is independently developed by Recipient without reference to or use of Discloser’s Confidential Information; or (e) approved by Discloser for release. If Recipient is compelled by law or court order to disclose Discloser’s Confidential Information, it will provide Discloser with prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Discloser’s expense, if Discloser wishes to contest the disclosure. Only that portion of Discloser’s Confidential Information that is legally required to be disclosed may be disclosed.

7.3.    The parties agree that any disclosure or unauthorized use of the other party’s Confidential Information will constitute a material breach of this Agreement and may cause substantial and irreparable harm to Discloser for which damages would not be a fully adequate remedy, and, therefore in case of breach or threatened breach, in addition to any other remedies, the affected party shall have the right to seek temporary and injunctive relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, without the requirement to post a bond, which relief shall not exclude any other recourse provided by law, including the right to claim and recover damages.

7.4.    Vendor will maintain industry standard administrative, physical, technical and organizational measures to protect the security, confidentiality, and integrity of Calix data and Calix Confidential Information. Vendor will maintain a security program in line with industry standards and will update such security program to address any new security threats or standards. Vendor will notify Calix promptly, but in any event within forty-eight (48) hours, of any unlawful or unauthorized access, use, disclosure, alteration, destruction, or loss of Calix data or Calix Confidential Information (“Security Breach”) and will cooperate with Calix in the investigation and mitigation of any such incident. Vendor will (a) investigate, remediate, and mitigate the effects of the Security Breach, and (b) provide Calix with assurances reasonably satisfactory to Calix that such Security Breach will not recur. If Calix determines that notices (whether in Calix or Vendor’s name) or other remedial measures (including credit monitoring services, fraud insurance and the establishment of a call center to respond to customer inquiries) are warranted following a Security Breach, Vendor will, at Vendor’s cost and expense, undertake such remedial actions. Vendor will respond to reasonable written inquiries from Calix regarding Vendor’s compliance with its data security obligations herein.

7.5.    As used herein, "Personal Data" means any information relating to a natural person who can be identified, directly or indirectly, in particular by referencing an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person, or other information pursuant to an applicable law or regulation. Vendor represents and warrants that its use and processing of Personal Data will comply with all applicable laws, including, without limitation, applicable data protection laws, and it will not engage in any activity related to Personal Data that would place Calix in violation of or otherwise cause Calix to violate any applicable law or regulation. Vendor shall process Personal Data solely as necessary to perform its obligations under the PO, and Vendor understands that it is prohibited from retaining, using or disclosing Personal Data for any other purpose. Vendor warrants and is responsible for collecting the necessary consent from each data subject whose personal data the Vendor provides Calix (if any).

8.    OWNERSHIP

8.1.    Existing IP. Each party retains all right, title and interest in and to their respective Existing IP. Vendor agrees to identify any Existing IP contained in a deliverable in this PO or otherwise in writing and in advance to Calix. For purposes of this PO, the term "Existing IP" means all worldwide intellectual property rights in any and all technology, know how, software, data, ideas, formula, processes, charts, Confidential Information and any other materials or information that are (a) owned or controlled by either party as of the Effective Date, or (b) developed by either party outside the scope of this PO.

8.2.    License Rights.
          8.2.1.    Except as otherwise stated in the PO, Vendor hereby grants to Calix a worldwide, irrevocable, nonexclusive, transferable, perpetual, paid-up and royalty-free license to use applicable software or other intellectual property provided as, or as part of, any Services and/or Goods.

          8.2.2.    All rights, title, interests and intellectual property of any kind (including patents, copyrights, and trade secrets) in and to Deliverables, excluding any Vendor Existing IP therein, shall belong solely and exclusively to Calix, and Vendor hereby assigns and agrees to assign such intellectual property (excluding Vendor Existing IP) to Calix. To the extent any Vendor Existing IP is included in, or as part of, any Deliverable, Vendor hereby grants Calix a non-exclusive, irrevocable, perpetual, world-wide, royalty free, transferable, sublicensable right to make, use, sell, offer for sale, import, modify, support, operate, copy, distribute, make available, perform, publish, and display the Vendor Existing IP in connection with Calix’s use of such Deliverable. In the event the Deliverables include any third-party intellectual property, Vendor shall procure for Calix the same rights with respect to such third-party intellectual property as are set out for Vendor Existing and shall assign such rights to Calix on terms acceptable to Calix.

          8.2.3.    Unless otherwise set forth in the applicable order or PO, any software Goods may be accessed and used by an unlimited number of concurrent users, on an unlimited number of computers, servers, systems, networks and/or other environments or equipment, and/or at an unlimited number of sites in any geographic territories, and such software Goods may be accessed and used on, and transferred between, any computers, servers, systems, networks and other environments  and equipment  owned, leased, controlled or otherwise used by Calix or its affiliates. Software Goods may be copied, accessed and used in development, testing, backup, and disaster recovery environments (in addition to production environments).

8.3.    Works for Hire; Further Assurances. Subject to Section 8.2 (License Rights), (a) Deliverables shall be deemed works made for hire under applicable copyright laws, and (b) to the extent Calix does not receive all rights, title, and interest in and to any Deliverable, Vendor hereby assigns and agrees to assign to Calix all rights, title, and interest in and to such Deliverables and at no cost to Calix. Vendor will promptly execute any documents and otherwise provide assistance as reasonably requested by Calix in its effort to obtain and enforce patents, copyrights, rights in mask works, trade secret rights, and other legal protections related to any Deliverable. Vendor irrevocably waives all moral rights in, and all other intellectual property rights to, all Deliverables. Vendor shall have no license or other rights to use the Deliverables, except as reasonably necessary to perform its obligations under the PO. Vendor agrees: (x) to assist Calix in every reasonable way requested by Calix, at Vendor 's expense, to protect and defend all intellectual property rights and statutory rights in and to the Deliverables that Calix deems appropriate; and (y) to treat all Deliverables as Confidential Information. Vendor irrevocably agrees not to directly or indirectly contest the ownership rights of Calix regarding the Deliverables. Vendor agrees to include and enforce appropriate provisions in all agreements with employees, independent contractors, and subcontractors to ensure the exclusivity of Calix’s ownership of Deliverables and the protection of Confidential Information in accordance with the PO.

9.    INDEMNIFICATION

9.1.    Vendor will defend, indemnify, and hold harmless Calix, Calix affiliates, and their respective directors, officers, employees, and agents (collectively “Calix Indemnitees”) against any third-party claim, suit, demand, action or allegation (“Claim”) brought against the Calix Indemnitees arising out of or related to: (a) allegations that the Goods or Services  misappropriate or infringe such third party’s intellectual property rights; (b) a Security Breach caused by Vendor’s breach of its confidentiality, security, or privacy obligations herein, (c) death, injury, or damage to real or personal property resulting from any negligent act or omission of Vendor or its personnel, (d) Vendor’s breach of applicable law or regulation; and (e) Vendor’s gross negligence or willful misconduct. In the event of an infringement or misappropriation Claim under 9.1(a), Vendor will (1) procure for Calix the right to use the infringing Good or Service, (2) replace the infringing Good or Service with a non-infringing, functionally equivalent one, (3) suitably modify the infringing Good or Service so that it is non-infringing but without any reduction in features or functionality, or (4) terminate Calix’s use of the infringing Good or Service and refund any prepaid unused fees with respect to such Service or any fees paid by Calix with respect to such Good.

10.    LIMITATION OF LIABILITY

10.1.    IN NO EVENT SHALL CALIX BE LIABLE FOR ANY LOST REVENUE, LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2.    CALIX’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT AND VENDOR’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY CALIX’ GROSS NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE AMOUNTS PAID UNDER THIS PO DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

11.    TERMINATION

11.1.    Calix may terminate the PO and this Agreement immediately upon written notice to Vendor if Vendor fails to perform or otherwise breaches this Agreement, files a petition in bankruptcy, becomes insolvent, is subject to external administration (or equivalent events under local law) or dissolves. Further, Calix may terminate the PO and this Agreement upon 10 days’ written notice, in whole or in part, without cause. Vendor may terminate this Agreement upon written notice to Calix if Calix fails to pay Vendor within thirty (30) days after Vendor notifies Calix in writing that payment is past due. If this Agreement or the PO is terminated for any reason, Calix’s only obligation or liability is to pay for Goods accepted by Calix and/or Services properly performed by Vendor to Calix’s reasonable satisfaction, prior to the effective date of termination, and Vendor will promptly refund Calix any prepaid fees under the PO that correspond to any Services or Goods that have not been accepted by Calix or provided to Calix's reasonable satisfaction. Each party will return or destroy, at such party’s option, any of the other party’s Confidential Information.

12.    MISCELLANEOUS

12.1.    Entire Agreement. This Agreement together with any exhibits and any POs entered into hereunder constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements, understandings, representations, conditions and all other communications relating thereto. Vendor invoices or similar documents will be for convenience only, and all terms and conditions (pre-printed or otherwise and regardless of how referenced) will be void and of no effect. Calix may update these terms and conditions from time to time and any Goods or Services provided after such update will be subject to the new terms and conditions.

12.2.    Subcontractors. Vendor shall remain liable for obligations performed by its subcontractors to the same extent as if such obligations were performed by Vendor employees.

12.3.    Assignment. Neither party may assign any of its rights, performance or obligations under this Agreement (whether by transfer, sale of assets or securities, merger, operation of law, or otherwise) without the prior written consent of the other party, not to be unreasonably withheld. Any assignment in contravention of these terms and conditions shall be void. This Agreement and all rights and obligations under this Agreement shall inure to the benefit of and be binding upon each party’s permitted successors and assigns.

12.4.    Survival. The provisions of this Agreement, which, by their terms, require performance after the termination or expiration or have application to events that may occur after the termination or expiration of this Agreement, will survive the termination or expiration of this Agreement. All indemnification obligations and limitations of liability will be deemed to survive the termination or expiration of this Agreement.

12.5.    Independent Contractors. It is expressly understood that the parties are independent contractors. This Agreement does not create a joint venture or partnership, and neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other.

12.6.    Publicity. Vendor may not use Calix’s name, trademark or logo in text or pictures on its website and in marketing materials or identify Calix as a customer without Calix’s express written consent.

12.7.    Force Majeure. Neither party will be liable for any failure to perform, including failure to accept performance of Services or take delivery of the Goods as provided, caused by circumstances beyond its reasonable control including, but not limited to, acts of God, acts of war, or government action, provided it promptly notifies the other party and uses reasonable efforts to correct its failure to perform.

12.8.    Severability. If any term (or part of a term) of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect. The parties agree that such provision or portion thereof shall be substituted by a provision with an equivalent legal and economic effect.

12.9.    No Waiver. No waiver of any term of this Agreement shall be binding unless made in writing and signed by the party against whom the waiver is enforced, and the waiver will be effective only to the extent expressly set forth therein. No waiver of any breach by a party of any of the provisions of this Agreement will be deemed a waiver of any preceding or succeeding breach of the same or any other provisions hereof. The failure of either party to require performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision.

12.10.    Controlling Language. This Agreement and POs are prepared and executed in the English language only, which language shall be controlling in all respects. Any translations of this Agreement or PO into any other language are for reference only and shall have no legal or other effect. Any notice which is required or permitted to be given under this Agreement will be in the English language and will be in writing. Vendor shall provide all Documentation, correspondence, training, support, web access, and other requirements of this Agreement in the English language.

12.11.    Governing Law and Dispute Resolution. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of California, without reference to its conflict of laws principles. The parties shall use reasonable efforts to resolve any disputes, controversies or differences arising out of or relating to this Agreement amicably. If the parties are not able to reach resolution within 30 days (or such longer period as mutually agreed), then any dispute, claim or controversy arising out of or relating to this Agreement, or the breach thereof, shall be determined by binding arbitration administered by the American Arbitration Association in accordance with its Arbitration Rules as modified by this Agreement. The arbitration shall be held before one neutral arbitrator. The arbitration and proceedings shall be confidential. The place of arbitration shall be San Francisco, California. The arbitrator will issue a detailed written decision and award that shall set forth the legal principles of the opinion, shall decide all issues submitted, and shall be final and binding upon the parties. Judgment on the arbitral award may be entered in any court of competent jurisdiction. Neither party is precluded from seeking injunctive or other equitable relief in an appropriate court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the transactions contemplated by this Agreement.

12.12.    Compliance with laws. In connection with the Agreement, Vendor will comply and will ensure that its Personnel complies, with all applicable laws, directives, and regulations, including anti-bribery laws, conflict minerals laws, employment laws, import/export laws, materials disposal laws, and data protection laws.