XeteX Standard Purchasing Terms & Conditions

1. GOVERNING TERMS. These Standard Purchasing Terms and Conditions and the Master Purchasing Agreement constitute the entire agreement to purchase between Buyer and ("Supplier") as Supplier is identified on Buyer's purchase order. No waiver or modification or additions to the terms of an order shall be valid unless in writing and signed by the parties. Any conflicting or different terms and conditions contained in Supplier's invoice, proposal or other written documents shall be null and void. The term "Goods" shall mean the items referenced in Buyer's purchase order(s).

2. PRICES. Buyer shall not be billed at prices higher than those stated in the Schedule A attached to the Master. Unless otherwise specified in the Master, the price stated includes all charges for packing, hauling, storage and loading. Supplier will pay all delivery charges in excess of any delivery charge Buyer has agreed to pay. The price stated includes all taxes except state or local sales or use tax or similar taxes which Supplier is required by law to collect from Buyer. Such taxes, if any, shall be separately stated in Supplier's invoice and paid by Buyer unless an exemption is available.

3. DELIVERY. Substituted Goods will not be accepted without Buyer's prior approval. The order must be properly crated and packaged and shipped complete by date mutually agreed to but must not be shipped for delivery more than three (3) days prior to the times specified herein, without Buyer's prior approval by e-mail or facsimile. Supplier shall not ship excess quantities without Buyer's prior written approval. If required, Supplier's invoice shall describe the items - including Buyer's part number, state the purchase order number and line item sequence number. The packing list will also include purchase order number, line sequence number and Buyer's part number and be attached to the original bill of lading or other shipping receipt.

4. WARRANTIES. Supplier represents warrants and covenants that Supplier has the requisite corporate authority to enter into this Agreement and that by so doing Supplier is not in breach or conflict with any conflicting obligation. Supplier shall and does hereby assign to Buyer the benefits of any warranties of all manufacturers of Goods provided under this Agreement. Supplier is neither the manufacturer nor the agent or representative of the manufacturer of the Goods. Goods distributed by Supplier are the products of manufacturers sold under their respective brand or trade names. Except as to title, SUPPLIER MAKES NO WARRANTIES, EITHER WRITTEN, ORAL, IMPLIED OR STATUTORY, relating to the Goods. NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. Buyer shall rely upon only those warranties or guaranties of the manufacturer of the Goods, for which Supplier assumes no responsibility other than to reasonably assist Buyer in filing any warranty claim against the manufacturer of the Goods. Supplier understands and agrees that Buyer has the right to pass on these warranties to Buyer's customers. Payment for, inspection of, or receipt of articles or services shall not constitute a waiver of any breach of warranty.

5. INSPECTION AND TESTS. All Goods ordered hereunder will be subject to inspection and test by Buyer to the extent practicable at all times and places, including the period of manufacture and in any event prior to acceptance. Once annually with reasonable prior notice during normal business hours. 
Supplier agrees to permit access to Supplier's facilities at all reasonable times for inspection of Goods by Buyer's agents or employees. Such Goods will be subject to final inspection and acceptance by Buyer after delivery to Buyer. It is expressly agreed that inspections and/or payments prior to or post-delivery will not constitute final acceptance. If the Goods delivered do not meet the specifications or otherwise do not conform to the requirements of Buyer's order, Buyer shall, in Buyer's reasonable discretion, have the right to reject such Goods. Goods which have been delivered and rejected in whole or in part may, at Buyer's option, be returned to Supplier or held for disposition at Supplier's risk and expense.

6. BUYER'S PROPERTY. Title to and the right of immediate possession of any property, including without limitation, patterns, tools, jigs, dies, equipment or material furnished or paid for by Buyer shall remain with Buyer. Buyer is the sole owner of Buyer's intellectual property, which includes, but is not limited to, inventions, confidential information, patents, trademarks, service marks, copyrights, trade secrets, and proprietary information or any part or modifications of any intellectual property. No articles made therefrom shall be furnished by Supplier to any other party without Buyer's prior written consent. Supplier shall insure Buyer's interest in such property against loss or damage by reason of fire or other peril. Supplier agrees to make Buyer’s property available to Buyer at Buyer's request, in the manner requested by Buyer including preparation, packing and shipping as directed.

7. DRAWINGS AND SPECIFICATION REVIEW. If during the term of the Agreement, Buyer's representatives review drawings, specifications, or other data developed by Supplier in connection with an order and make suggestions or comments or approve such documents and data that involve form,
fit or function, such action is only an expression of opinion by Buyer and shall not serve to relieve Supplier of any responsibility for the reliability, quality, rate of output, cost, delivery, performance or any other requirements of an order.

8. CONFIDENTIAL INFORMATION. Each Party shall keep confidential all information, drawings, specifications, samples, or data furnished by the other, or prepared specifically in connection with the performance of an order, and shall not divulge or use such information, drawings, specifications, or data for the benefit of any other party. Except as required for the efficient performance of an order, the Receiving Party shall not make copies or permit copies to be made without the prior written consent of Disclosing Party. Supplier shall not reverse engineer, decompile, or use, either directly or indirectly, any such data or any information derived therefrom for any purpose other than to perform per Buyer's order without obtaining Buyer's written consent. The Receiving Party agrees that all information heretofore or hereafter furnished or disclosed to Buyer by the Disclosing Party in connection with the placing or filling of an order is furnished or disclosed as a part of the consideration for an order, that such information is not, unless otherwise agreed to by the Disclosing Party in writing to be treated as confidential or proprietary, and that the Receiving Party shall assert no claims by reason of the use or disclosure of such information by Buyer, its assigns or its customers. The following shall not be considered Confidential Information:
1. Information the Receiving Party can demonstrate it already knows or information obtained from a third party not under a confidentiality obligation to the Disclosing Party; and 2 information in the public domain absent a breach of this Agreement.

9. ADVERTISEMENTS. Supplier shall not in any manner advertise or publish the fact that it has furnished, or contracted to furnish, Buyer the Goods or services herein mentioned without prior written consent of Buyer. Supplier shall not disclose any details in connection with an order to any party except as may be otherwise provided.

10. TOOLING. Unless otherwise specified in an order, all tooling and/or all other articles required for the performance hereof shall be furnished by Supplier shall be maintained in good condition and replaced, when necessary, at Supplier’s expense.

11. ORDER CANCELLATION. Buyer may terminate the work under an order as set forth in the Master. Upon receipt of such notice, Supplier shall, unless the notice directs otherwise, discontinue all work and the placing of all orders for materials, facilities and supplies in connection with the performance of the order and shall proceed, if able to do so, to cancel promptly all existing orders and terminate all subcontracts insofar as such orders or subcontracts are chargeable to the order. Upon the termination of work, full and complete settlement of all claims of Supplier with respect to the terminated work shall be made as follows: (i) as compensation to Supplier for such termination, unless such termination is for the default of Supplier, Buyer shall pay Supplier the percentage of the total order price corresponding to the proportion of the amount of work completed on the date of termination to the total work to be done as Supplier's full compensation for the work completed under the order; and (ii) upon Buyer's payment to Supplier in accordance with this paragraph, title to all equipment, materials, work-in-progress, finished Goods, plans, drawings, specifications, information, special tooling and other things for which Supplier has paid shall vest in Buyer. Nothing contained in this paragraph shall be construed to limit or affect any remedies which Buyer may have as a result of a default by Supplier.

12. DEFAULT. Buyer reserves the right, by written notice of default, to cancel an order, without liability to Buyer, in the event of the happening of any of the following (i) insolvency of Supplier, (ii) the filing of a voluntary petition in bankruptcy by Supplier, (iii) the filing of an involuntary petition to have Supplier declared bankrupt, (iv) the appointment of a Receiver or Trustee for Supplier, or (v) the execution by Supplier of an assignment for the benefit of creditors. If Supplier fails to perform, or if Supplier breaches any of the material terms hereof, Buyer reserves the right without any liability, upon giving Supplier written notice, to (i) cancel an order in whole or in part, by written notice to Supplier. The remedies herein provided shall be cumulative and in addition to any other remedies provided at law or in equity.

13. FORCE MAJEURE. Neither party shall be liable for defaults or delays due to Acts of God or the public enemy, acts or demands of any Government or any Governmental agency, Pandemic, strikes, fires, floods, accidents, freight shortages or other unforeseeable causes beyond its control and not due to its fault or negligence. Each party shall notify the other in writing of the cause of such delay within five (5) days after the beginning thereof.

14. COMPLIANCE WITH LAWS. Each Party agrees to fully observe and comply with all applicable international, federal, state and local laws, rules, regulations and orders including but not limited to those addressing child labor, the protection of the environment, worker safety, export controls and customs pertaining to the Goods and sale of the Goods ordered.

15. INDEMNIFICATION AND DAMAGES. Each Party agrees to defend, indemnify and hold the other harmless against all suits at law or in equity and from all damages, claims and demands arising out of the death or injury, to any person or damage to any property, intellectual property infringement alleged to the extent caused by the negligent act(s) or omissions or intentional act(s) of the indemnitor provided that the indemnitee promptly tenders to the indemnitor any suit or claim to the indemnitor and agrees to fully cooperate with the indemnitor in the defense of the claim or suit. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY EVER BE HELD RESPONSIBLE OR LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL PUNITIVE OR EXEMPLARY DAMAGES WHICH ARE HEREBY SPECIFICALLY WAIVED BY EACH PARTY A CONDITION TO ENTERING INTO THIS AGREEMENT.

16. INSURANCE. Each Party shall at its sole expense effect and maintain insurance in the amounts and types set forth below during the term of this Agreement and shall submit certificates to the other evidencing such. Such insurance shall be as described as follows:
A) A commercial general liability policy including contractual liability coverage and broad form property damage coverage affording protection on an occurrence basis for claims arising out of bodily injury, death, and property damage with combined single limits of not less than
$2,000,000.00 per occurrence, with a $2,000,000 policy aggregate limit.

17. ASSIGNMENT. Neither this Agreement nor any rights or obligations herein may be assigned by Supplier nor may Supplier delegate the performance of any of its duties hereunder without, in either case, Buyer's prior written consent which shall not be unreasonably withheld. Notwithstanding the forgoing, either Party may transfer or assign this Agreement to a third party in the event of the sale of all or substantially all the assets of stock of that Party to a third party.

18. APPLICABLE LAW, JURISDICTION AND STATUTE OF LIMITATIONS. The validity, interpretation and performance of these terms and conditions shall be governed by the laws of the State of Minnesota. Supplier consents to exclusive jurisdiction in the applicable state or federal district courts located in or nearest Hennepin County, Minnesota.

19. INVOICES, PAYMENT & NOTICES. All correspondence relating to Buyer's order shall be addressed to Buyer's Purchasing Department. All invoices must be addressed to the Buyer's Accounts Payable Department. Payment for any undisputed invoice shall be made as set forth in the Master following the receipt of the product for all accepted and conforming Goods.

20. INTEGRATION. In the event of a conflict between these terms and conditions and terms in Seller's contract, invoice, documents, electronic or other writings, these terms and conditions shall control. The parties agree that, except as otherwise set forth herein, this Agreement constitutes the entire agreement between the parties and supersedes and replaces any other agreements between or amongst the parties relating to the subject matter described herein.

21. NOTICES. All notices, requests, demands and other communications required hereunder shall be in writing in English and shall be delivered personally or by a nationally recognized overnight delivery service to the President, XeteX Inc. 9405 Holly ST NW Minneapolis, MN 55433.