North Coast Terms & Conditions
(Last Revised 3/2025)
TERMS AND CONDITIONS OF SALE
All sales by North Coast Electric Company (“Seller”) are expressly conditioned upon the terms and conditions of sale set out below (“T&Cs”). These T&Cs govern the distribution and sale of third-party manufactured goods and provision of certain limited ancillary services by Seller (“Traditional Sales”) and the provision of certain more technical, space, or labor-intensive services on premises owned, leased, subleased, and/or licensed by Seller or its affiliates including, but not limited to, storage, kitting, assembly, staging, modification, and/or fabrication services, in each case, to the extent agreed to in writing between Seller and its customer (“Warehousing Sales”); provided, that the Warehousing Terms and Conditions provision (the “Warehousing Provision”) only applies to Warehousing Sales. If there is a conflict between the Warehousing Provision and the remainder of these T&Cs: (i) the remainder of these T&Cs shall control for Traditional Sales; and (ii) the Warehousing Provision shall control for Warehousing Sales.
GOVERNING TERMS
By accessing, browsing, or otherwise using our website, requesting a quote, establishing a line of credit, placing an order, issuing a release, or accepting products or services, including Warehousing Services, from Seller, you acknowledge and agree that all products and services provided by or on behalf of Seller to you and/or your subsidiaries or affiliates (collectively, “Purchaser”) shall be governed exclusively by: (i) these T&Cs; and (ii) the additional terms of any credit application provided by Seller and executed by Purchaser (each, a “Credit Application”), which shall together control regardless of any additional or conflicting legal terms and/or conditions contained on or referenced in any quotation, order, acknowledgement, invoice, website, release, correspondence, request, proposal, or other document or form issued by or on behalf of Purchaser, including, but not limited to, at any time in the course of dealing or performance, all of which are hereby rejected and deemed void and of no force or effect. Any additional, conflicting, or different terms or conditions in any previous or later communication from Purchaser, any course of dealing, or any custom; including but not limited to any purchase order, change order, or remittance advice are hereby rejected by Seller. Except for mutually agreed written product identifications and quantities, prices, and similar transaction specific, commercial terms, these T&Cs shall only be modified, waived, supplemented, or superseded as set out in a written document, unequivocally expressing Seller’s agreement to those terms, signed by a representative of Seller with authority to do so (i.e., with title of Vice President or President or their designee). While the terms and conditions set forth in these T&Cs and a Credit Application are intended to supplement one another, in the event of a conflict between the terms and conditions set forth in these T&Cs and a Credit Application (if any), the terms and conditions that are more onerous on Purchaser, as determined by Seller in its sole discretion, shall control. Notwithstanding the foregoing, Seller reserves the right, in its sole discretion, to periodically revise these T&Cs on our website without further notice. Seller reserves the right to accept or reject any order.
PRICES
All quotations shall expire thirty (30) days after issuance unless a shorter period is provided in such quotation. Notwithstanding the foregoing, prices and delivery dates, including but not limited to those within quotations, are subject to change at any time without notice. Purchaser shall pay all taxes, duties, tariffs, import fees, export fees, penalties, and similar charges levied by any government authority or agency in connection with goods and/or services provided by or on behalf of Seller to Purchaser. Unless otherwise expressly agreed by Seller in writing, such charges are not included in the price of goods or services and will be added to amounts due by Purchaser. Purchaser is responsible for all additional taxes, fees, tariffs, duties, charges, and penalties from taxing or other governmental authorities or agencies, and all legal expenses incurred by Seller, where arising due to changes in such amounts between the date of order and shipping or from incorrect or incomplete documentation or other information furnished by or on behalf of Purchaser. References to “freight allowed” relate only to the specified items and quantities clearly so identified in a writing signed by Seller.
PAYMENT TERMS
Payment is required at the time of order or in advance of shipment unless Purchaser has submitted and Seller has approved an application for credit, associated credit agreement, and any required personal guaranties. Regardless of the existence of any other agreement, Seller may require full or partial payment, or other reasonable assurances of Purchaser’s intent and ability to fully perform its obligations, as a condition of further performance if Seller has reasonable grounds to believe that Purchase may not fully perform its obligations. Unless otherwise agreed by Seller in writing, all payments on credit purchases, including Warehousing Sales, are due on or before the 25th day of the month following the month of each purchase. All amounts not paid on or before the due date will be deemed PAST DUE and shall accrue a finance charge of 1 ½% per month or, if a lesser rate is required by law, the highest rate allowed by law. No payment by asserted offset or set-off shall be valid.
INVOICES
All invoices and monthly statements issued by Seller shall be conclusively deemed to be accurate except to the extent Purchaser notifies Seller of any error, in writing, within 10 days of receipt.
DELIVERY
Unless otherwise agreed in writing, all sales are made EXW Seller’s point of shipment with freight allowed to the common free delivery point nearest the destination, or a designated port for shipments overseas, within the continental United States. Title and risk of loss shall pass to Purchaser upon the earlier of: (1) Seller’s delivery to Purchaser; (2) receipt by the first carrier for transport to Purchaser where being delivered by a party other than Seller; or (3) receipt by the first carrier for transport to Seller where Seller will be performing storage, fabrication, kitting and/or other warehousing services on Purchaser’s behalf (i.e., prior to ultimate delivery to Purchaser). Purchaser is responsible for all aspects of unloading and storing of all materials upon delivery. Any shipping or delivery dates given by Seller are approximate; are provided only for the convenience of Purchaser; and are conditioned upon the prompt provision of all necessary information by Purchaser, the ready availability of raw materials and components, normal labor relations, and customary times for manufacture. Seller shall not be liable for any delay in delivery of any kind, regardless of cause or extent. If goods are damaged in transit, Purchaser’s sole recourse is to file a claim with the carrier. All sales are contingent on the ability of Seller and its suppliers/manufacturers to secure associated products and raw materials. Purchaser shall accept partial or pro rata deliveries in commercial units as full performance under Purchaser’s order if Seller is unable to fill Purchaser’s entire order.
WARRANTIES AND DISCLAIMERS
All sales are “as is.” Purchaser acknowledges that materials sold by Seller are the products of others and that Seller is a distributor and not a manufacturer and that Seller is not, except as otherwise expressly provided in the Warehousing Provision below, responsible for the design, fabrication, or manufacture of any materials, equipment, tools, or other goods provided by or on behalf of Seller, including for any defects therein. Seller shall not be liable for defects in information, labeling, instructions, or packaging provided by the manufacturer or other secondary source. Any warranty issued by the manufacturer shall be solely that of the manufacturer and not of Seller. Seller warrants good title to Purchaser and otherwise Seller shall assign to Purchaser, effective upon transfer of title, all assignable warranties of the manufacturer. Seller authorizes Purchaser to make or settle any claims under such manufacturer’s warranties directly with any such manufacturer. Each jurisdiction’s laws, regulations, codes, and standards may vary regarding product labeling, warnings, instructions, specifications, manufacture, and installation, as well as regarding construction, zoning, and/or use of products for a specific purpose; thus, Purchaser agrees that certain products may not be appropriate for all areas or applications and Purchaser hereby agrees that Purchaser is solely responsible for ensuring proper compliance with all such laws, rules, regulations, codes, and standards. Purchaser shall comply with all applicable laws, rules, codes, standards, and regulations including, but not limited to, those concerning exports, imports, anti-corruption, anti-bribery, child labor, affirmative action, conflict minerals, trade, economic or financial restrictions or trade embargoes and any amendments thereto (collectively, the “Laws”) imposed by any applicable governmental authority, including, where applicable, the United States and the European Union. Purchaser agrees to indemnify, defend, and hold harmless Seller, for any breach of Laws by Purchaser or its affiliates, subsidiaries, officers, directors, managers, shareholders, members, employees, contractors, or agents. Purchaser agrees that it shall not, except as otherwise permitted under applicable Laws, transship, re-export, or otherwise divert goods purchased from Seller. If applicable, Purchaser undertakes to timely provide all information and documentation necessary for export, shipment and import. Seller shall not be liable, and Purchaser shall hold Seller harmless, for delays or any other losses resulting from Purchaser’s failure to timely provide accurate information and documentation, export/import reviews, or any related permitting procedures. To the extent permitted by law, Purchaser shall, promptly upon becoming aware, provide to Seller details of any claim, action, suit, proceedings or investigation against it with respect to the Laws brought by any enforcement authority. In the event that Seller should believe, acting in good faith, that Purchaser has violated, or is under investigation for violating, any Laws, or if Purchaser is identified on any applicable sanctions list, Seller shall have the immediate right to terminate its relationship and/or any contract with Purchaser without liability. PURCHASER’S SOLE REMEDIES AGAINST SELLER FOR BREACH OF WARRANTY ARE, AT SELLER’S OPTION, THE REPAIR OR PROVISION OF REPLACEMENT PRODUCTS, OR COMPONENTS OF PRODUCTS, REPERFORMANCE OF SERVICES, OR CREDIT OF THE PURCHASE PRICE PAID, WHICH MAY ONLY BE EXERCISED WITHIN ONE (1) YEAR OF PERFORMANCE (FOR SERVICES) OR SHIPMENT (FOR GOODS). EXCEPT FOR THE WARRANTIES AS TO TITLE ABOVE, SELLER MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY OR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ANY WARRANTY OF COMPLIANCE WITH ANY PLANS OR SPECIFICATIONS, WARRANTY AGAINST DEFECTS IN DESIGN, MATERIALS OR WORKMANSHIP, AND ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITED BY APPLICABLE LAW, THE PARTIES AGREE THAT SELLER SHALL NOT BE LIABLE TO PURCHASER, ITS OWNERS OR AFFILIATES OR ITS/THEIR RESPECTIVE OFFICES, DIRECTORS, EMPLOYEES, PURCHASERS, AGENTS, CONTRACTORS, ASSIGNESS, REPRESENTATIVES OR ANY OTHER AFFILIATED PARTY FOR: (A) ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, LIQUIDATED, DIRECT, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LABOR CHARGES, LOST PROFITS, OR LOSS OF USE, TIME, DATA, OR INCOME, UNDER ANY CIRCUMSTANCES OR LEGAL BASIS AND WHETHER OR NOT SELLER HAD NOTICE OF THE POSSIBILITY THEREOF; AND/OR (B) CLAIMS ARISING FROM ORDINARY WEAR AND TEAR, MISUSE, ABUSE, MISREPAIR, MISAPPLICATION, MODIFICATION, UNAUTHORIZED COMBINATION, IMPROPER SELECTION, FAILURE TO MAINTAIN, AND/OR IMPROPER INSTALLATION OF GOODS.
IN ALL EVENTS, SELLER’S MAXIMUM LIABILITY FOR ALL CLAIMS OR SET OF RELATED CLAIMS SHALL NOT EXCEED THE PURCHASE PRICE OF THE MATERIAL(S) AND/OR SERVICE(S) GIVING RISE TO THE CLAIM(S) AT ISSUE.
SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, AND/OR LIMITATIONS MAY NOT APPLY AND OTHER RIGHTS MAY BE AVAILABLE.
CHANGES AND CANCELLATIONS
Any request by Purchaser to cancel all or any portion of an order, or for any changes of any kind, must be made in writing and will be effective only if evidenced by a written document, signed by an authorized representative of Seller, unequivocally evidencing an intent to accept the relevant cancelation or change. Acceptance of any requested cancellation or change is subject to Seller’s absolute discretion and may be conditioned upon adjustment of prices, schedules, and other terms and/or upon the payment of one more restocking or other charges.
RETURNS
Materials considered by Seller to be stock items may be returned only in accordance with Seller’s current Returned Goods Policy and upon payment of restocking changes. Specially manufactured, factory special orders, or otherwise fabricated or altered goods may not be returned.
SUBMITTALS AND SHOP DRAWINGS
Seller may assist in the transmission of submittals, shop drawings, and/or other communications, between Purchaser and the appropriate manufacturer or others, as a convenience to Purchaser. Purchaser shall be fully responsible for the timeliness, accuracy, and appropriateness of all such communications. Seller shall have no liability or responsibility of any kind with respect to such communications. Without limiting the generality of this provision, Purchaser acknowledges that Seller has no responsibility to obtain review, approval, or correction of, or to assure that any materials conform to, any specifications, submittals, shop drawings, or other requirements.
HAZARDOUS SUBSTANCES
Purchaser acknowledges that Seller has neither created nor contributed to the creation or existence of any hazardous or otherwise dangerous substances or conditions at Purchaser’s or its client’s sites, and Seller’s compensation hereunder is not commensurate with the potential risk of injury or loss that may be caused by exposure to, contamination by, or the presence of such substances or conditions.
PRODUCT-SPECIFIC CLAUSES
(a) ELECTRONIC AND PHOTOGRAPHIC CLEANING FLUIDS PURCHASERS — It is a violation of federal law to sell, distribute, or offer to sell or distribute any chlorofluorocarbon (CFC) containing cleaning fluid for electronic and photographic equipment or aerosol hydrochlorofluorocarbon (HCFC) containing cleaning fluid for electronic and photographic equipment to anyone who is not a commercial user of this product. The penalty for violating this prohibition can be up to $25,000 per unit sold. Purchasers purchasing such products must present proof of their commercial status in accordance with 40 CFR 82.68(a) or (c). A "Commercial User," as defined in the regulation, means a person that uses the product in the purchaser's business, or sells it to another person and has one of the following identification numbers: (i) a Federal employer identification number; (ii) a State sales tax exemption number; (iii) a Local business license number; or (iv) a Government contract number.
(b) MOLD RELEASE AGENT PURCHASERS – It is a violation of federal law to sell mold release agents containing hydrochlorofluorocarbon (HCFC) as propellants to anyone, except for use in applications where no other alternative except a class I substance is available. The penalty for violating this prohibition can be up to $25,000 per unit sold.
(c) WASP AND HORNET SPRAY PURCHASERS – It is a violation of federal law to sell or distribute wasp and hornet sprays containing hydrochlorofluorocarbon (HCFC) as solvents to anyone, except for use near high-tension power lines where no other alternative except a class I substance is available. The penalty for violating this prohibition can be up to $25,000 per unit sold.
(d) REFRIGERANT PURCHASERS — Effective November 14, 1994, in accordance with the Federal Clean Air Act, sale of class I (CFC) and class II (HCFC) refrigerant will be restricted to resale purchases and/or to certified professional service technicians. To purchase regulated refrigerant products, Purchaser must present a certification card or sign a statement of resale to complete the purchase.
(e) OSHA HAZARDOUS SUBSTANCE & CALIFORNIA PROPOSITION 65 PRODUCT INFORMATION— MSDS for OSHA-defined hazardous substances are available at your local Seller branch, or by contacting Seller's U.S. corporate headquarters. Seller makes no warranty with respect to the accuracy of the information or the suitability of the recommendations in the MSDS, all of which are provided by the manufacturers at issue, and, to the maximum extent permitted by applicable law, Seller disclaims any and all liability to Purchaser or any user or consumer with respect thereto. Proposition 65 is a California law requiring the state to maintain a list of chemicals that may cause cancer, birth defects, or reproductive harm. There are over 850 listed chemicals and Seller will attempt to provide a reasonable warning before potentially exposing Californians to such chemicals, but Purchaser acknowledges and agrees that Seller is a distributor and not a manufacturer of such goods and that Seller thus makes no warranty with respect to the accuracy, reasonableness, or suitability of the information or warnings provided in connection therewith, it being understood and agreed that such information and warnings are provided by the manufacturers at issue. Thus, to the maximum extent permitted by applicable law: (i) Seller disclaims any and all liability with respect thereto; and (ii) Purchaser releases Seller and its parents and affiliates from and for any and all claims, fines, penalties, and damages arising from or in connection therewith, it being agreed that Purchaser’s sole recourse under Proposition 65 shall be against the manufacturer at issue. To learn more about Proposition 65, please visit www.oehha.ca.gov.
(f) MATERIALS OF TRADE — Purchaser represents that if it is purchasing goods as its "materials of trade" as defined in the Hazardous Materials Regulations in Title 49 of the Code of Federal Regulations, that the goods will be used in direct support of its business, which is not transportation, and that such goods shall not be resold or transported in a vehicle other than one owned by itself.
WAREHOUSING TERMS AND CONDITIONS
THIS SECTION SHALL ONLY APPLY WHEN AND TO THE EXTENT SELLER IS PROVIDING, WITHIN PREMISES OWNED, LEASED, SUBLEASED, AND/OR LICENSED BY SELLER OR ITS AFFILIATES (AS APPLICABLE, THE “SPACE”), STORAGE, KITTING, ASSEMBLY, STAGING, MODIFICATION, FABRICATION AND/OR RELATED SERVICES (COLLECTIVELY, “WAREHOUSING SERVICES”) INVOLVING EQUIPMENT, INVENTORY, MATERIALS, TOOLS, AND/OR OTHER GOODS THAT ARE OWNED BY PURCHASER OR A THIRD-PARTY THAT HAS AUTHORIZED PURCHASER TO POSSESS AND PROVIDE SAME TO SELLER FOR THE PROVISION OF WAREHOUSING SERVICES (COLLECTIVELY, “WAREHOUSED GOODS”). The scope, duration, and extent of the Warehousing Services, as well as the quantities and descriptions of the Warehoused Goods and, except as otherwise set forth in this Section, the commercial (i.e., non-legal) terms associated therewith, shall be agreed to in writing between Purchaser and Seller (e.g., through a Quote or Proposal from Seller that is accepted by Purchaser). This Section shall be read to compliment and supplement the other sections of these T&Cs, which shall also apply to Warehousing Services, but with the provisions of this Section controlling over any conflicting provisions in any other Section(s) of these T&Cs solely when and to the extent concerning Warehoused Goods and/or Warehousing Services. Accordingly, solely with respect to the Warehoused Goods and/or Warehousing Services:
(a) Purchaser Warranties. Purchaser warrants that: (i) it owns and has good and clear title to the Warehoused Goods or, if a third-party owns the Warehoused Goods, is otherwise entitled to possess and provide same to Seller for the provision of Warehousing Services; and (ii) the Warehoused Goods are non-hazardous, non-explosive, and not highly flammable and will not require refrigeration or other specialized storage unless otherwise expressly agreed by Seller in writing.
(b) Rates for Warehousing Services. Rates and charges for Warehousing Services may be changed from time to time by: (i) Seller’s provision of at least thirty (30) days’ written notice to Purchaser; or (ii) the mutual written agreement of the parties. Unless otherwise agreed in writing, rates for Warehousing Services shall cover only Seller’s reasonable and ordinary labor involved in receiving the Warehoused Goods at the Space, placing the Warehoused Goods into storage in the Space (if applicable), and returning Warehoused Goods to the loading door or dock of the Space for pick-up by the Purchaser or its carrier. Payment for Warehousing Services shall be made pursuant to the Payment Terms set forth in these T&Cs. Unless otherwise agreed in writing, Purchaser shall be solely liable for all shipping, packaging, cargo insurance, and other charges, as well as any demurrage and/or detention charges incurred in connection with loading, unloading, packaging, receipt, and/or delivery of the Warehoused Goods. Purchaser shall reimburse Seller on demand for all other costs incurred by Seller in connection with performing the Warehousing Services, including non-routine labor and other special services (i.e., other than ordinary handling and storage) at Seller’s then prevailing rates, which shall include reasonable overhead and profit.
(c) Warehousing Services Warranties; Disclaimer and Exclusive Remedies. Seller warrants that it will perform the Warehousing Services with a reasonable degree of care. Claims for breach of such warranty must be submitted to Seller in writing, along with photographs and other reasonable supporting documentation, no more than three (3) business days after Purchaser first becomes aware or first reasonably should have become aware of such claim, but in no event more than ten (10) calendar days after the conclusion of the Warehousing Service(s) at issue. Seller’s good faith determination of the validity of any such warranty claim shall control and Purchaser shall comply with Seller’s instructions regarding the use, return, and/or disposal of any such Warehoused Goods as part of the warranty process. EXCEPT AS EXPRESSLY PROVIDED IN THIS SUBSECTION IMMEDIATELY ABOVE, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RESPECTING WAREHOUSED GOODS OR WAREHOUSING SERVICES, AND SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY USAGE OF TRADE, OR COURSE OF DEALING OR PERFORMANCE. PURCHASER’S EXCLUSIVE REMEDIES FOR BREACH OF SUCH LIMITED WARRANTY ARE REPAIR OR REPLACEMENT OF THE WAREHOUSED GOOD(S), CORRECTION OR RE-PERFORMANCE OF THE WAREHOUSING SERVICE(S), OR REFUND OR CREDIT FOR THE ORIGINAL PURCHASE PRICE PAID BY PURCHASER TO SELLER FOR THE WAREHOUSED GOOD(S) AND/OR WAREHOUSING SERVICE(S) AT ISSUE, AT SELLER’S OPTION.
(d) Title and Risk of Loss; Care, Custody, and Control. Title to and ownership of the Warehoused Goods shall, as between Purchaser and Seller, remain exclusively with Purchaser. Except to the extent of Seller’s limited warranty and exclusive remedy obligations, Purchaser is solely responsible for all risk and actual loss of, damage to, or destruction of the Warehoused Goods. Care, custody, and control over the Warehoused Goods shall at all times, as between Purchaser and Seller, remain exclusively with Purchaser, except that Seller shall be deemed to have care and custody solely when and to the extent the Warehoused Goods are in Seller’s physical possession in the Space for purposes of the Warehousing Services, in which case Seller’s obligations are limited to the fulfillment of its limited warranty and exclusive remedy obligations. For the avoidance of doubt, and notwithstanding anything herein to the contrary, Purchaser is solely responsible and shall release, defend, and indemnify Seller, its affiliates, and its/their employees, agents, officers, directors, and insurers from and against all loss of, damage to, or destruction or costs of or resulting from the Warehoused Goods in connection with any latent defects in the Warehoused Goods or any event or occurrence outside of Seller’s reasonable control, including, but not limited to, as a result of theft, vandalism, riot, pandemic, flood, fire, earthquake, hurricane, war, tornado, major storm, government takings, or other Force Majeure events or occurrences.
(e) Relocation of Warehoused Goods. Purchaser shall be responsible for ensuring that the Warehoused Goods are safely and securely loaded and transported away from the Space on or before the termination or expiration of the Warehousing Services at issue. Except in the event of an emergency or Purchaser’s failure to load and transport away all Warehoused Goods on or before termination or expiration of Warehousing Services at issue, Seller will not relocate the Warehoused Goods away from the Space without the Purchaser’s consent, which consent shall not be unreasonably withheld, conditioned, or delayed. If Seller relocates the Warehoused Goods to a location other than the Space due to emergency or Purchaser’s failure to load and transport such Warehoused Goods away on or before the termination or expiration of the applicable Warehousing Services, all risk of loss shall immediately transfer back to Purchaser, including during such relocation, and all costs and expenses related thereto, including, but not limited to, packaging and transportation costs, cargo insurance, additional storage costs, legal fees and court costs, plus reasonable overhead and profit, shall be immediately reimbursed to Seller by Purchaser on demand.
(f) Insurance Requirements for Warehoused Goods. Purchaser is solely responsible for insuring the Warehoused Goods, at all times, including, without limitation, while in the Space and through and including handling, packaging, loading, unloading, and transport to and from all locations. Purchaser and its insurers shall waive all rights of subrogation and recovery against Seller and its affiliates and its and their insurers, officers, directors, and employees with respect to the Warehoused Goods. At a minimum, Purchaser, at its sole cost, shall procure and maintain throughout the duration of the Warehousing Services, and for at least three (3) years thereafter, the following types and amounts of insurance: (1) Commercial General Liability Insurance on an occurrence basis, with coverage for premises liability, personal and advertising injury, products and completed operations, bodily injury, property damage and contractual liability, in limits of at least $2,000,000 per occurrence; (2) Worker’s Compensation & Employer’s Liability (stop gap) Insurance as required by statute and with benefits in all states in which Warehousing Services are performed; (3) Auto Liability Insurance for Purchaser’s owned, leased, hired or non-owned vehicles with a combined single limit of at least $1,000,000 for any one loss; (4) Umbrella Liability Insurance with limits of at least $3,000,000 per occurrence and coverage to apply in excess of underlying Commercial General and Auto Liability policies; and (5) All-Risk Property Insurance at no less than full replacement cost for all Warehoused Goods and all of Purchaser’s real and other personal property, machinery, equipment, fixtures and any other property owned or leased by Purchaser and in any way related to the Warehousing Services and/or Warehoused Goods. Such policy shall be on an “all-risks” basis (i.e., providing coverage for all-risks, including, but not limited to, fire, theft, flood, water damage, etc.), endorsed to name Seller and its parent and affiliates and each of their officers, directors, and employees as additional insureds, and endorsed to provide a Waiver of Subrogation in favor of Seller and its parents and affiliates and each of their insurers, officers, directors, and employees. All insurance required to be maintained in this subsection shall be written with insurers having A.M. Best Ratings of A- VII or better and Purchaser shall be solely responsible for all premiums, deductibles, and self-insured retentions.
DISPUTES
Regardless of legal theory, any disputes, claims, or controversies against or with regard to Seller or its affiliates not settled by good faith negotiations between the parties must be brought in an appropriate court no later than one year (or the shortest time allowed by law if longer) after delivery of the relevant materials or performance of the services at issue. If any legal proceeding is brought to determine, interpret, or enforce any rights or obligations as between Seller and Purchaser, or in any other way relating to these T&Cs or any Traditional Sales or Warehousing Sales made by Seller, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and related expenses of litigation (including, but not limited to, consultant and expert witness fees, charges for non-lawyer legal staff, investigator’s charges, transcripts and other deposition expenses, the cost of title reports and asset searches, and travel expenses for witnesses and others) in amounts to be set by the court, in the trial court and on appeal, in addition to costs and disbursements allowed by law. The parties’ relationships are controlled by, and all agreements including these T&Cs are to be interpreted, governed by, and enforced in accordance with, only the laws of the State of Washington, excluding any provisions of any jurisdiction regarding conflict of laws. Except as modified in these T&Cs, the provisions of the Uniform Commercial Code as adopted by the State of Washington shall apply, with no application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Venue for any legal proceeding relating in any way to Seller or its affiliates, these T&Cs, and/or any Traditional Sales or Warehousing Sales made by Seller shall exclusively be brought in the state or federal courts of King County, Washington.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE T&CS, ANY TRADITIONAL SALES, ANY WAREHOUSING SALES, OR ANY OTHER RIGHT, TRANSACTION, OR OBLIGATION CONTEMPLATED HEREBY (WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY).
FORCE MAJEURE
Seller shall not be liable for any delay, impairment, or prevention of Seller’s performance, in whole or in part, due to any event, circumstance, or occurrence that is not within Seller’s control, including, but not limited to, acts of God, labor disruptions, acts of war, acts of terrorism (actual or threatened), governmental decrees or controls, imposition of or changes to tariffs or duties, changes to commodity markets, insurrections, epidemics, pandemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship products or obtain permits or licenses, inability to procure supplies or raw materials, severe weather, catastrophic events, or any other event, circumstance, or cause beyond Seller’s control within the normal conduct of its business (collectively, “Force Majeure”). If Seller’s performance is so delayed, impaired, or prevented by Force Majeure, Purchaser agrees that Seller may, at Seller’s option: (i) suspend or terminate performance; and/or (ii) increase pricing and/or schedules for delivery or performance, in each case, without liability or penalty to Seller.
INTELLECTUAL PROPERTY
Purchaser shall have no right, title, or interest in, to, or under Seller’s trademarks, trade names, patents, copyrights, domain names, trade dress, product names, catalogs, or other intellectual property rights, or to any such intellectual property rights of the manufacturers or sub-suppliers of products provided by or on behalf of Seller pursuant hereto.
INDEPENDENT CONTRACTOR
The status of Seller and its personnel and any subcontractors is and will be that of independent contractors, and no such personnel or subcontractors will, at any time or for any purpose, be deemed Purchaser’s employees or agents.
SECURITY INTEREST
Purchaser hereby grants Seller a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable, cash, or other proceeds resulting from insurance or the resale thereof until full and final payment is made to Seller. Purchaser shall file, and it hereby permits and authorized Seller to file, all financing statements and other applicable documentation necessary to perfect, confirm and continue the validity, priority and enforceability of such liens and/or security interests. Purchaser further authorizes Seller to notify any creditor asserting a security interest in Purchaser’s assets that Seller has been granted a purchase money security interest and/or chattel mortgage in the products.
ASSIGNMENT
Purchaser shall not assign any order, or interest therein, without Seller’s express prior written authorization. Actual or attempted assignment without Seller’s prior written consent shall be void and unenforceable and shall entitle Seller to cancel such order upon notice to Purchaser.
THIRD PARTIES
These T&Cs are solely for the benefit of Purchaser and Seller and no other person or party is conferred any rights, benefits or claims.
SEVERABILITY
If any term, provision, paragraph, or subsection in these T&Cs is to any extent found illegal, invalid or unenforceable, the same shall be excluded to the extent of such illegality, invalidity or unenforceability and all other terms, provisions, paragraphs, and subsections hereof shall remain in full force and effect. To the extent permitted and possible, the illegal, invalid or unenforceable term, provision, paragraph, or subsection shall be deemed replaced by one that is legal, valid, and enforceable and that comes closest to expressing the intent of such illegal, invalid, or unenforceable term, provision, paragraph, or subsection. If such replacement is not permitted and possible, the illegal, invalid, or unenforceable term, provision, paragraph, or subsection shall be severed from these T&Cs and the remainder of these T&Cs shall be valid and fully enforced as written.
ENTIRE AGREEMENT
These T&Cs, together with the Credit Application (if any), and the commercial and technical terms of Seller’s forms, acknowledgements, quotations and invoices, constitute the entire and exclusive agreement between Seller and Purchaser, with any conflict therein being resolved in favor of the terms and conditions that are more onerous on the Purchaser, as determined by Seller in its sole discretion. All typographical or clerical errors made in these T&Cs or by Seller in any quotation, acknowledgement, or publication are subject to correction by Seller, in its sole discretion.
Form NC055 (Rev 03/2025)
TERMS AND CONDITIONS OF PURCHASE
All purchases of any kind made by North Coast Electric Company or its subsidiary (“Purchaser”) from any seller or vendor of products and/or services (“Vendor”) shall be made only by (i) transmission of a written or electronic Purchase Order from Purchaser to Vendor or its agent and Vendor’s execution or acknowledgment of such Purchase Order; or (ii) Vendor’s commencement or performance of the Purchase Order (e.g., promising or commencing performance) (together with (i), an “Order”), provided, however, Purchaser may treat the offer made by the Purchase Order has having lapsed before acceptance if Vendor fails to so accept within a reasonable period of time. Either of the above shall constitute Vendor’s agreement to the terms set out below (these “Terms”), and each of those Terms is incorporated by reference into each Purchase Order regardless of whether Vendor signs this form or issues an order acknowledgment. Such Terms shall exclusively govern any purchases as set forth above (except for any extended warranty terms and/or any expanded insurance coverage otherwise carried or maintained by Vendor) and Purchaser objects to and rejects any additional or different terms set out in any quotation, bid, proposal, offer, confirmation, acknowledgement, or other document or communication from Vendor, regardless of when sent or received. Regardless of the nature of any prior communications, Purchaser’s Purchase Order requesting goods or services shall constitute an offer to purchase and not an acceptance. No modification or waiver of these Terms shall be binding on Purchaser unless expressly accepted in writing by Purchaser’s authorized officer or representative.
Prices. Prices for goods and services shall be listed on the Order or as otherwise agreed in writing by the parties and are firm and without escalation of any kind, regardless of force majeure events, new or increased tariffs, shipping costs, import/export fees, duties, customs, or taxes, currency fluctuations, or increases in commodity or market pricing, and Vendor may not increase prices over the term of the parties’ agreement. Unless unequivocally agreed otherwise in a writing signed by an authorized officer or representative of Purchaser, prices shall include all (1) shipping, packing, and transportation charges to the location designated in the Purchase Order or, in the absence of a designation, the address on Purchaser’s Purchase Order; and (2) all duties, tariffs, sales and other taxes, and other like charges of any kind.
Payment. Purchaser shall pay each undisputed amount due to Vendor on or before, and payment shall not be due until, sixty (60) days after the later of (1) Purchaser’ receipt and acceptance of the relevant goods or services; and (2) Purchaser’s receipt of an accurate and complete invoice for the relevant goods or services, including a reference to Purchase’s Purchase Order number. Purchaser must receive all invoices no later than one hundred twenty (120) days after completion of the delivery of the relevant goods or services. Vendor waives any right to payment for invoices received after that deadline. Purchaser may set-off or withhold any obligation owed by Vendor against any amounts owed to Vendor.
Changes and Waivers. Purchaser may make changes in any order at any time by written or electronic instruction or request. If Vendor believes any such change will affect the price or delivery date, Vendor shall so notify Purchaser in writing (with reasonable supporting documentation) within three (3) days of receiving said written direction or the change shall be deemed accepted without modification to the price or date of delivery. Any such modification to price and/or delivery date must be pre-approved by Purchaser in writing. No substitutions shall be made without Purchaser’s prior written consent. Purchaser may cancel Orders without penalty upon at least ten (10) days’ notice. No amendment or waiver of any right shall be effective unless unambiguously set out in a writing signed by the party to be charged with the amendment or waiver.
Warranty. Vendor represents and warrants to Purchaser, Purchaser’s customers, and all end users (collectively, “Customers”) that all goods and services provided are: (i) new; (ii) are free of liens, claims, and encumbrances of any kind by third-parties and Vendor has and will transfer good title to the goods upon delivery; (iii) do not, and their use, sale, lease, and/or distribution will not, infringe, misappropriate, or violate any patent, trademark, copyright, trade secret, or similar intellectual property rights; (iv) are free of defects of any kind including in design, material, and workmanship and will be completed and performed with the utmost skill, care, and diligence, in a good and workmanlike manner; (v) comply with all applicable laws, codes, standards, and regulations (including, but not limited to, anti-corruption and anti-bribery, child labor, affirmative action, conflict minerals, and environmental regulations); (vi) meet the standards of all claimed certifications and approvals; (vii) comply with Vendor’s specifications or other representations; (viii) comply with all shop drawings, descriptions, specifications, standards or submittals provided by Purchaser or otherwise agreed to by Vendor; (ix) are merchantable; (x) fully conform to the contract descriptions; (xi) comply with all of the contract requirements; (xii) are properly and accurately labeled and packaged; (xiii) are fit for the purpose(s) normally intended, including any particular purpose of Purchaser or its Customers that Vendor has or should have knowledge of, including any plans or specifications; (xiv) are the products or services of the identified manufacturer(s) or service providers; (xv) utilizing all necessary or desirable protective equipment and devices, whether suggested or required by safety associations, government agencies, municipalities, or otherwise; and (xvi) otherwise meet the highest industry standards of quality, functionality, accuracy, and completeness. The foregoing warranties are enforceable by any Customer and each such warranty shall remain valid for the longer of: (1) eighteen (18) months from the date of delivery of goods or performance of services by Vendor; (2) such longer period as is offered by Vendor in its then standard warranty; or (3) such longer period as is required by applicable law. Warranties shall begin anew on the date of repair or replacement pursuant to these Terms.
Breach. Upon breach by Vendor, Purchaser shall have all rights and remedies available to purchasers or users of goods and services in the State of Washington without contractual limitation of any kind. If Vendor breaches any of its warranties, Vendor shall, at Purchaser’s election and at Vendor’s sole cost and expense (including, but not limited to, all transport, packaging, removal, testing, re-install, and other labor costs): (a) repair or replace goods or services to Purchaser’s complete satisfaction; (b) reimburse Purchaser for the purchase price paid for such goods or services; or (c) reimburse Purchaser for the cost of substitute goods or services obtained by Purchaser from third-parties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, OR ITS PARENT OR AFFILIATES, OR ANY OF ITS/THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE HEREUNDER FOR ANY SPECIAL, RELIANCE, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMIT, FROM DAMAGES TO PROPERTY, FOR LOSS OF PROFITS, INCOME, USE OR TIME, WHETHER IN TORT, CONTRACT, OR OTHERWISE RESULTING FROM PERFORMANCE OR NON-PERFORMANCE HEREUNDER, AND WHETHER OR NOT IT/THEY KNEW OF THE POSSIBILITY THEREOF; PROVIDED, HOWEVER, THIS PROVISION SHALL NOT LIMIT VENDOR’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS.
Default. The occurrence of any one or more of the following shall constitute an “Event of Default”: (i) delivery of services or goods failing to conform to any provision hereof (“Non-Conforming Products”); (ii) Vendor’s breach or failure to perform its obligations hereunder; or (iii) Vendor’s breach or misrepresentation of any representation or warranty herein. Upon an Event of Default, Purchaser shall be entitled, but not required, to exercise any or all of the following: (i) for late delivery or performance, Purchaser may extend the time therefore and/or require expedited shipping/services, and such goods/services shall be provided in the manner and per the timelines specified by Purchaser, at Vendor’s sole cost; (ii) with respect to Non-Conforming Products, Purchaser shall have all of the rights and remedies available under the Breach and Indemnity provisions herein; (iii) reject or revoke acceptance, as the case may be, of all or any portion of the shipment of goods containing any Non-Conforming Products; and/or (iv) exercise any other rights and remedies specified in these Terms, the Order, or otherwise available under applicable law. Purchaser may exercise any one or more of the foregoing rights and remedies by notifying Vendor of such intent. Purchaser shall not be liable to Vendor on account of exercising any such rights or remedies. Vendor acknowledges and agrees that the occurrence of an Event of Default constitutes a substantial impairment of value to Purchaser of the shipment at issue, the entire Order, and any other then pending Orders, so as to entitle Purchaser to exercise any and/or all of the remedies specified herein, in the Order, and at law, and Vendor hereby waives its right to cure the default in question, unless otherwise agreed in writing by Purchaser. The making of or failure to make any inspection of or payment for the goods shall in no way impair Purchaser's right to reject Non-Conforming Products, nor be deemed acceptance by Purchaser of the goods, nor affect in any way Vendor’s obligations hereunder, notwithstanding Purchaser's opportunity to inspect the goods, Purchaser's knowledge of the non-conformity or defect, its substantiality or the ease of its discovery, nor Purchaser's earlier failure to reject the goods.
Dispute Resolution. The exclusive venue for any claim, dispute, proceeding, or litigation involving the parties or their relationship, these Terms (including, but not limited to their validity, construction, application or interpretation), or any purchase or other transaction between the parties and their performance hereof shall be the Superior Court of the State of Washington for King County or the United States District Court for the Western District of Washington. The prevailing party in any legal action commenced to interpret or enforce any right or obligation arising out of or related to any transaction between Purchaser and Vendor, including any appeal, shall be entitled to recover its reasonable expenses relating to that litigation, including reasonable fees of attorneys and legal staff, fees of expert witnesses, transcript and deposition expenses, and similar expenses.
Law. All disputes between the parties shall be determined solely by the law of the State of Washington, without consideration for (i) comity of nations; or (ii) conflict of laws rules or any jurisdiction. No Order shall be governed by the U.N. Convention on Contracts for the International Sale of Goods.
Title and risk of loss shall pass to Purchaser upon the earlier of: (1) Seller’s delivery to Purchaser; (2) receipt by the first carrier for transport to Purchaser where being delivered by a party other than Seller; or (3) receipt by the first carrier for transport to Seller where Seller will be performing storage, fabrication, kitting and/or other warehousing services on Purchaser’s behalf (i.e., prior to ultimate delivery to Purchaser
Risk of Loss and Insurance. Vendor shall retain the risk of loss for all goods or services until accepted by Purchaser; provided that payment with regard to such goods or services shall not serve as such acceptance. Vendor is responsible for insuring goods at 110% of value, including during the unloading process at the designated place of destination. Without limiting Vendor’s obligations or liabilities hereunder, Vendor shall at all times (1) insure all goods or services provided or to be provided to Purchaser for all reasonably insurable risks in amounts at least equal to their value; and (2) maintain all legally required insurance or bonds. Purchaser may require Vendor to maintain additional insurance in any Purchase Order. Vendor shall promptly provide proof of insurance upon request. Vendor shall secure, as of no later than the effective date of an Order, and at all times purchase and maintain in full force and effect and at its sole expense, with insurers that have A.M. Best ratings of not less than A- and with a minimum financial rating of Class VI, policies providing the following types of insurance, with the following minimum limits:
1. Commercial General Liability Insurance that covers all liabilities for bodily injury, death, and property loss and damages arising from the goods, services, and/or performance hereunder, with limits of liability of at least $2,000,000 per occurrence, $4,000,000 annual aggregate, and coverage must include Products/Completed Operations, Personal and Advertising Injury, Blanket Contractual Liability, and Broad Form Additional Insured endorsement CG 20 10 04 13 and CG 20 37 04 13 or their equivalent.
2. Automobile Liability Insurance that covers all liabilities for bodily injury and property damages arising from the use of any and all owned, non-owned and/or hired vehicles with limits of liability of at least $2,000,000 combined single limit.
3. Umbrella and/or Excess Liability Insurance in excess of all primary liability insurance coverage required herein and immediately following the underlying coverage with limits of at least $5,000,000 each occurrence and in the annual aggregate. Coverage shall be no less broad than that provided by the underlying insurance.
4. Workers Compensation in compliance with the applicable laws of each jurisdiction affected by the goods or services and Employer’s Liability Insurance with a minimum limit of not less than $1,000,000 each accident for bodily injury by accident and $1,000,000 each employee and policy limit for bodily injury by disease, or the minimum amount required in all states in which Vendor performs operations, whichever is greater.
5. Professional Liability and/or Errors & Omissions Liability Insurance with limits of not less than $1,000,000 , if Vendor is providing any professional services.
6. Products Liability Insurance that covers the goods provided hereunder with limits of liability of at least $5,000,000 in the aggregate.
7. Technology Errors & Omissions Liability Insurance, with a minimum limit of $5,000,000 per claim and in the aggregate, covering all goods provided hereunder including failure of information technology security, data privacy breach, and software copyright infringement (if coverage is on a claims-made basis, the policy must contain a retro date which precedes the effective date of the Order and continuity must be maintained for one (1) year following termination or expiration of such Order).
All insurance coverage required herein for Vendor shall extend to and protect Purchaser and its subsidiaries, parent company, and/or affiliates to the full amount of such coverage, and all deductibles and/or self-insured retentions (if any), including those related to defense cost, are the sole responsibility of Vendor and, upon Purchaser's request, Vendor shall disclose the same to Purchaser. All policies, except the Workers' Compensation insurance, shall be endorsed to name Purchaser, its parent and affiliated entities, and its/their directors, officers, employees, representatives, and agents, as an additional insured and such policies shall be endorsed to waive all express or implied rights of subrogation against Purchaser, its parent and affiliated entities. The insurance coverage set forth above shall be primary to any liability insurance or other insurance carried by Purchaser, its affiliates or parent and Purchaser’s, its affiliate’s and parent’s other insurance shall be excess and non-contributory for claims and losses arising out of the performance of an Order. Vendor shall provide a coverage endorsement for each category of insurance required above, except for Workers' Compensation, which includes a cross liability clause, stating that the Vendor and Purchaser shall each be considered as a separate entity. The policies shall not be canceled, terminated or materially reduced without thirty (30) days' advance written notice to Purchaser. Vendor shall provide Purchaser with a Certificate of Insurance evidencing the above-required types and amounts of insurance coverage and other requirements prior to selling goods and providing services to Purchaser and on an annual basis thereafter. Failure of the Vendor to provide Purchaser the Certificate of Insurance or failure of Purchaser to specifically request such certificate, shall in no way limit or release the Vendor of its obligations or liabilities under this Section. In the event the Vendor or its insurance carrier defaults on any obligation hereunder, Vendor agrees that it will be liable for all reasonable expenses and attorneys' fees incurred by Purchaser or its affiliates to enforce the provisions hereunder.
Termination. Purchaser may terminate any Order with Vendor immediately upon Vendor’s material breach of the terms of such Order. If Purchaser at any time in good faith becomes concerned about Vendor’s willingness or ability to strictly comply with all obligations owed to Purchaser or to be performed by Vendor, Purchaser may request reasonable assurances from Vendor. Any failure by Vendor to promptly provide assurances reasonably addressing each concern with supporting evidence in response to such a request shall be a material breach.
Indemnity. To the greatest extent permitted by law, Vendor shall indemnify Purchaser, its parents, subsidiaries, Customers, affiliates, and its/their owners, officers, directors, employees, contractors, representatives, and agents, from or for any and all claims, actions, losses, damages, injuries, fines, penalties, settlements, judgments, costs, and expenses (including court costs and attorneys’ fees) of any kind (collectively, “Losses”) arising out of, in connection with, or resulting, directly or indirectly, from any actual or alleged: (i) Vendor’s breach of any representation, warranty or covenant hereunder; (ii) the use, sale, lease or distribution of goods (including, without limitation, for Losses that are attributable, in whole or in part, to contamination, pollution or environmental damage (including clean-up costs), data or security breaches, or any inaccurate or misleading representations or omissions from any good literature, communication, packaging, warning or instruction relating thereto); (iii) recall of good initiated or required by Vendor, a governmental agency or applicable laws, rules, orders or regulations; (iv) delay due, in whole or in part, to Vendor’s action or inaction in providing any goods or services; or (v) negligence, gross negligence, recklessness, fraud, strict liability, fault, violation of law, or willful misconduct of Vendor, its employees, suppliers, manufacturers, contractors, officers, directors, guests, invitees or agents. Vendor acknowledges and agrees that its indemnity obligations under this provision shall be enforceable against Vendor regardless of whether or not insurance Vendor maintains covers such indemnity obligations. The foregoing shall not be construed to negate, abridge, or otherwise reduce any other right or obligation that would otherwise exist as to any party or person described herein. In the event that any indemnity provision herein is contrary to applicable law, then such indemnity obligation shall be construed to apply to the fullest extent allowed by applicable law.
Assignment. Vendor may enter into appropriate subcontracts, but may not assign its rights or obligations hereunder, including any Order with Purchaser, without the prior written consent of Purchaser, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, Purchaser shall have the right to assign Orders without Vendor’s consent to an affiliate of Purchaser.
Delivery. Time is of the essence. Shipments shall be (i) DDP Purchaser’s designated destination for shipments from outside the U.S., (ii) DPU Purchaser’s designated destination for shipments inside the U.S., or (iii) otherwise in accordance with the shipping terms on the Order. Vendor shall deliver all materials and services, during normal business hours, at the places and during the times or by any deadlines set out in each purchase order. If Purchaser’s customers subsequently request delivery dates, Vendor shall use all reasonably diligence to meet those delivery dates. Vendor shall deliver all goods in the proper packaging and properly loaded on an appropriate vehicle for efficient handling, with accurate labeling, and with an itemized packing list accurately identifying the contents of each container and the Purchase Order number to which it relates. Vendor shall pay for damaged goods resulting from improper packing or marking. All goods shall be tendered by Vendor in a single delivery unless otherwise agreed by the parties. Purchaser’s count will be final and conclusive on shipments not accompanied by Vendor’s itemized packing list. Vendor shall promptly inform Purchaser of any facts suggesting that Vendor may not be able to meet any delivery or other requirement of any order. Vendor shall promptly notify Purchaser of any actual or anticipated delay and shall take all necessary steps to avoid or end delays without additional cost to Purchaser.
Software and Services. In addition to complying with all aspects of Purchaser’s Cyber Security Requirements outlined in Appendix 1, as applicable, all software and similar products or intellectual property provided by or licensed from Vendor shall be considered to be goods subject to Revised Code of Washington Chapter 62.A (Article 2 of the Uniform Commercial Code) for all purposes.
Trademarks. Unless otherwise expressly agreed in writing by Purchaser, Vendor shall not, and shall not authorize any other party to, use, modify, reproduce or replicate any trademark, logo or trade name owned or claimed by Purchaser ("Purchaser Marks") in any way. Vendor shall not contest Purchaser’s right of exclusive use of any Purchaser Mark. Upon expiration or termination of the Order, Vendor will remove and not thereafter use any sign, catalogue, brochure or other material (whether print or electronic) containing any Purchaser Mark and Vendor will, at Purchaser's option, immediately destroy or return to Purchaser such material in its possession or under its control containing Purchaser Marks. In addition, Vendor agrees not to use any Purchaser Marks in any promotional material, including without limitation, customer lists, advertisements, or press releases, without Purchaser's advance written authorization.
Confidences. All non-public information learned from or otherwise disclosed by or on behalf of Purchaser, including, but not limited to, the price and other terms of any transaction with Purchaser, all information relating to Purchaser’s Customers or their uses of any products, all designs or specifications provided by Purchaser or its Customers, and any other information concerning Purchaser’s business, personnel, Customers, suppliers, data, financial and marketing plans, forecasts, strategies, and intellectual property rights (including, without limitation, patents, trademarks, copyrights and trade secrets) (collectively, “Confidential Information”), shall be considered confidential without regard to whether the Confidential Information constitutes a trade secret. To the greatest extent permitted by law, Vendor shall maintain the confidentiality of Purchaser’s Confidential Information and shall not use or otherwise disclose any portion of the Confidential Information for any purpose other than the satisfaction of Vendor’s obligations to Purchaser hereunder, it being understood that such Confidential Information provides Purchaser with a competitive advantage in its trade because it is not generally known or available to the public. In that regard, Vendor acknowledges and agrees that Purchaser has taken and is taking reasonable steps to protect the confidentiality of, and its legitimate interests in, the Confidential Information. To the extent allowed by law, Vendor shall notify Purchaser in writing in advance of any disclosure of Confidential Information required by law, court or administrative order.
Compliance. Vendor certifies that it has an affirmative action policy ensuring equal employment opportunity without regard to, and that it maintains no employee facilities segregated on the basis of, race, color, national origin, sex, age, sexual orientation, religion or handicap, and that it is not debarred or suspended from being awarded Federal or Federally assisted contracts. If applicable, the following laws, orders and regulations, as amended, are hereby incorporated: Executive Order 11246; Vietnam Era Veterans Readjustment Act; Rehabilitation Act of 1973; Veterans Compensation, Education and Employment Act; 41 CFR 60-1.4 (Equal Employment Opportunity); 41 CFR 60-250.4 (Veterans Affirmative Action); 41 CFR 60-741.4 (Handicap Affirmative Action); 41 CFR 601.40 (Affirmative Action Plans); 41 CFR 601.7 (EE01 Reports); 41 CFR 61650 (Veterans Employment Reports). Vendor certifies and warrants that it is and shall remain in compliance with all applicable anti-corruption and anti-bribery laws and that the goods are produced in compliance with the Fair Labor Standards Act of 1938, as amended, and the regulations and orders of the U.S. Department of Labor issued thereunder, and that each invoice it submits is correct and authentic and the only one issued for the goods at issue, and that all goods comply with the Occupational Safety and Health Act of 1970, as amended, and the applicable state plans approved under same, and the regulations thereunder, to the extent applicable. Vendor shall notify Purchaser in writing if goods are subject to laws or regulations relating to hazardous or toxic substances, or when disposed of, to regulations governing hazardous wastes, or to any other health, safety and/or environmental regulations. Vendor shall furnish all appropriate shipping certifications, labeling in compliance with the Workplace Hazardous Materials Information System, Material Safety Data Sheets in compliance with the Workplace Hazardous Materials Information System, and instructions for shipping, safety, handling, exposure and disposal in a form sufficiently clear for use and actions to be taken by Purchaser’s and its Customer’s non-technical personnel.
Vendor represents and warrants that it will at all times comply with all applicable laws and regulations, including trade, economic, and financial restrictions, trade embargoes, and any amendments thereto (for purposes of this Section, collectively the “Laws”) imposed by any applicable governmental authority, including where applicable, the United States and the European Union. Purchaser shall not be liable, and Vendor agrees to indemnify, defend, and hold harmless Purchaser, for any breach of such Laws and for all claims, liabilities, costs (including attorneys’ and experts’ fees and court costs), damages, and penalties associated therewith or arising therefrom. Vendor shall take all actions necessary to ensure that its suppliers, subcontractors, materialmen, and other business partners (i) comply with applicable Laws; and (ii) do not cause Purchaser to violate applicable Laws. If applicable, Vendor undertakes to timely provide all information and documentation necessary for export, shipment, and import. Purchaser shall not be liable, and Vendor shall indemnify, defend, and hold Purchaser harmless, for delays and any other losses, including liquidated damages assessed against Purchaser, arising or resulting from Vendor’s failure to timely deliver goods and/or provide accurate information and documentation, export/import reviews, or any related permitting procedures. To the extent permitted by law, Vendor shall, promptly upon becoming aware, provide to Purchaser details of any claim, action, suit, proceedings or investigation against it with respect to Laws brought by any enforcement authority. In the event that Purchaser should believe, acting in good faith, that Vendor has violated, or is under investigation for violating, any Laws, or if Vendor is identified on any applicable sanctions list, Purchaser shall have the immediate right to terminate its relationship and/or any contract with Vendor without liability.
Entire Agreement. Unless Purchaser and Vendor are currently entered into a separate, written agreement that specifically governs their business relationship and the subject matter of the Order, and unless that written agreement specifically contains a merger clause that addresses conflicting terms and conditions in purchase orders, invoices, etc., then these Terms constitute the entire agreement and understanding between the parties, and supersede and replace all prior negotiations and agreements, proposed or otherwise, whether written or oral, concerning the subject matter hereof. No course of dealing, usage of trade or course of performance shall be relevant to explain, supplement or modify any express provision of these Terms.
Miscellaneous. All notices permitted, required or provided for herein shall be made in writing, and shall be deemed adequately delivered if delivered by hand, certified mailing in the U.S. mail with return receipt requested, or by a recognized courier service that regularly maintains records of its pick-ups and deliveries, to the parties at their respective addresses, as set forth on the face of the Order or as otherwise designated by a party hereto. Any waiver of any of the provisions herein or of any inaccuracy in or non-fulfillment of any of the representations, warranties or obligations hereunder or contemplated hereby, shall not be effective unless made in writing and signed by the party against whom the enforcement of such waiver is sought. Any provision of these Terms that is deemed invalid or unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective only to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable or otherwise affecting the remaining terms and provisions hereof. The provisions hereof that by their nature are intended to survive the termination, cancellation, completion or expiration of the Order shall continue as valid and enforceable obligations of the parties notwithstanding any such termination, cancellation, completion or expiration. To the maximum extent permitted by applicable law: (i) Vendor’s warranties are fully-enforceable by Purchaser and its Customers (as intended third-party beneficiaries); and (ii) the indemnities provided hereunder are fully-enforceable by Purchaser and/or any or all of the other indemnitees identified herein.
Form NC060 (REV date: 03/2025)
Appendix
Cyber Security Requirements
1. Vendor shall ensure all goods have been developed in accordance with principles of secure software development consistent with software development industry best practices, including, but not limited to, security design review, secure coding practices, risk based testing and remediation requirements. Vendor must use reasonable measures to secure the software development environment of the goods from unauthorized access.
2. Vendor shall include cyber security guidance in the good documentation provided to Purchaser. This documentation shall include guidance on how to configure the goods and/or the surrounding environment to best ensure security. It shall also include guidance on which logical or physical ports are required for the good(s) to function. If authentication is used to protect access to any service or capability of the good(s), regardless of the intended user of that service/capability, the Vendor shall ensure:
2.1. the goods shall not provide access to that service or capability using a default account/password;
2.2. the goods shall not provide access to that service or capability using a “Backdoor” account or password;
2.3. the goods shall not provide access to that service or capability using a “Backdoor” account or password;
2.4. the goods’ associated authentication and password change processes shall be implemented with an appropriately secure cryptographic level; and
2.5. Purchaser shall be able to change any passwords supported by the goods.
3. In the event that any wireless technology is incorporated in any good, Vendor shall document that the wireless technology complies with standard operational and security requirements specified in applicable wireless standard(s) or specification(s) (e.g., applicable IEEE standards, such as 802.11).
4. In the event that any cryptographic systems are contained in the goods, Vendor shall only use cryptographic methods that are “Approved” as defined in the Federal Information Processing Standard (FIPS) Security Requirements for Cryptographic Modules (FIPS 140-2), and Vendor shall provide an automated remote key-establishment (update) method that protects the confidentiality and integrity of the cryptographic keys.
5. Vendor must develop and maintain an up-to-date Cyber Security Susceptibility management plan designed to promptly identify, prevent, investigate, and mitigate any Cyber Security Susceptibilities and perform any required recovery actions to remedy the impact. “Cyber Security Susceptibility (ies)” is defined as any bug, software defect, design flaw, or other issue with software associated with a good that could adversely impact the confidentiality, integrity or availability of information or processes associated with the good.
6. Vendor shall notify Purchaser within a reasonable period, in no event to exceed five (5) business days after discovery, or shorter if required by applicable law or regulation, of any potential Cyber Security Susceptibility. Vendor shall report any Cyber Security Susceptibility to Purchaser. Within a reasonable time thereafter, Vendor shall provide Purchaser, free of charge, with any upgrades, updates, releases, maintenance releases and error or bug fixes necessary to remediate any Cyber Security Susceptibility. Vendor shall reasonably cooperate with Purchaser in its investigation of a Cyber Security Susceptibility, whether discovered by Vendor, Purchaser, or a third party, which shall include providing Purchaser a detailed description of the Cyber Security Susceptibility, the remediation plan, and any other information Purchaser reasonably may request concerning the Cyber Security Susceptibility, as soon as such information can be collected or otherwise becomes available. Purchaser or Purchaser’s agent shall have the right to conduct a cyber security assessment of the applicable goods, and their development lifecycle, which includes tests intended to identify potential Cyber Security Susceptibilities. Vendor shall designate an individual responsible for management of the Cyber Security Susceptibility, and shall identify such individual to Purchaser promptly.
7. Vendor represents, warrants and covenants that all open source software contained within the goods are and shall be in material compliance with the terms and conditions of the applicable licenses governing their use, and the goods or the use thereof by Purchaser shall not cause Purchaser or Purchaser's intellectual property rights to be subject to the terms or conditions of a copyleft license, or require Purchaser to fulfill any open source license obligations for any open source software contained within the goods.
8. Vendor represents, warrants, and covenants that the goods shall be free of viruses, malware, and other harmful code (including, without limitation, time-out features) which may interfere with the use of the goods regardless of whether Vendor or its personnel purposefully placed such code in the goods. In addition to exercising any of Purchaser's other rights and remedies under the Order or otherwise at law or in equity, Vendor shall provide Purchaser, free of charge, with any and all new versions, upgrades, updates, releases, maintenance releases, and error or bug fixes of the goods (collectively, “Revised Code”) which prevents a breach of any of the warranties provided under the Order or corrects a breach of such warranties. Revised Code contained in the goods constitutes goods for purposes of the Order.
