Privacy Policy

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Any of the information we collect from you may be used in one of the following ways: To improve our website (we continually strive to improve our website offerings based on the information and feedback we receive from you); To improve customer service (your information helps us to more effectively respond to your customer service requests and support needs); To administer a contest, promotion, survey or other site feature; To send periodic emails. The email address you provide may be used to send you information, respond to inquiries, and/or other requests or questions.

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Occasionally, at our discretion, we may include or offer third party products or services on our website. These third party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.

We are in compliance with the requirements of COPPA (Children’s Online Privacy Protection Act), we do not collect any information from anyone under 13 years of age. Our website, products and services are all directed to people who are at least 13 years old or older.

This online privacy policy applies only to information collected through our website and not to information collected offline.

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Terms and Conditions  
(Vendor)

ACCEPTANCE.Vendor agrees to sell and Global Aviation Tech LLC (“GATECH”) agrees to buy the Products (defined below) described in and furnished under the Purchase Order for the price and on the terms of payment set forth in the Purchase Order.  If the Purchase Order is construed as an offer, acceptance is strictly limited to the terms of this offer and GATECH hereby notifies Vendor of GATECH’s objection to any different or additional terms in Vendor’s acceptance.  If the Purchase Order is construed as an acceptance of Vendor’s offer, this acceptance is expressly conditioned on Vendor’s assent to any additional or different terms (from Vendor’s offer) contained herein.  These Terms and Conditions (Vendor) (these “Terms and Conditions”), as set forth on GATECH’s website, located at https://gatict.com/privacy-policy/, together with the form of purchase order, and the exhibits and documents expressly referenced therein (collectively, the “Purchase Order”), become effective when executed by both GATECH and Vendor or when Vendor commences performance or tenders a Product after execution by GATECH.  Vendor’s performance and/or tender of any Product conclusively evidences Vendor’s unconditional acceptance of these Terms and Conditions.  “Vendor” means the legal entity or individual selling Products to GATECH pursuant to the Purchase Order.  “Products” means the goods and/or services being ordered or purchased by GATECH and/or furnished or sold by Vendor pursuant to the Purchase Order.

No other agreement, quotation or acknowledgment in any way modifying any of the terms and conditions of the Purchase Order will be binding upon GATECH unless made in writing and signed by GATECH’s authorized representative.  In the event of a conflict between any of these Terms and Conditions and any other document, these Terms and Conditions shall govern.  The Purchase Order shall not be changed or modified by any oral agreement.

PRICES AND PAYMENTS.  Unless stated otherwise in the Purchase Order, all prices are stated in United States Dollars. Regardless of the payment terms in the Purchase Order, GATECH’s obligation to pay the purchase price is conditioned upon (i) receipt of completed, non-defective conforming Products; (ii) receipt and acceptance by GATECH of Vendor’s accurate and properly completed invoice accompanied by satisfactory supporting documentation; and (iii) compliance by Vendor with all terms and conditions of the Purchase Order.

CHANGES TO PURCHASE ORDER.  GATECH shall have the right from time-to-time to make changes to the Purchase Order via written change order(s) issued by GATECH to Vendor.  Should any change in the work affect any price, completion time or delivery time contained herein, Vendor shall, before proceeding, notify GATECH of any such changes and receive GATECH’s written agreement thereto and the same shall be included in a written change order.  No claim by Vendor for an adjustment in price or to the time for performance resulting from any change required by GATECH shall be considered unless presented to GATECH in writing within ten (10) calendar days after Vendor obtains knowledge of the facts giving rise to the claim.  The provisions of the Purchase Order shall apply to all such changes, modifications, additions, or deletions with the same effect as if they were embodied in the original Purchase Order.  Vendor will not be granted additional time or compensation for extra or additional work (as hereinafter defined) and no modification, alteration, or amendment to the Purchase Order shall be effective, unless authorized by a prior written change order from GATECH.

SCOPE OF WORK AND PERSONNEL.  Vendor agrees to provide all labor, supervision, materials, supplies, equipment, transportation, tools, permits, and services to provide and deliver to GATECH the Products described in the Purchase Order.  GATECH may require specific qualifications for Vendor’s personnel performing the work set forth in the Purchase Order.  Vendor shall obtain and pay for all permits, licenses, fees, and certificates of inspection necessary for the performance and completion of the work.  Vendor shall arrange for all necessary inspections and approvals by governmental officials.  Vendor agrees that Vendor is legally qualified at the place of delivery to supply the Products specified and will maintain Vendor’s qualification to do business.

TAX LIABILITY.  Unless otherwise provided for in the Purchase Order, Vendor is responsible for payment of, and the compensation set forth herein includes, all sales, use, excise, value-added, business and other taxes, any taxes imposed on Vendor which are based on revenue, income, net income, or capital and any taxes imposed in lieu thereof, and all duties, fees, or other assessments of whatever nature imposed by governing authorities or any jurisdiction applicable in connection with performance under the Purchase Order.  If it is ever determined that any tax included in the price paid by GATECH was not required to be paid, Vendor agrees to refund promptly such amount to GATECH.  Vendor shall release, defend, indemnify, and hold GATECH harmless from and against any fines, penalties, costs (including attorneys’ fees, expert fees, expenses, and court costs), losses, damages or liabilities, arising from, alleged to arise from, or in any way associated with Vendor’s failure to comply with the terms of these requirements.

VENDOR’S INVESTIGATION AND REPRESENTATIONS.  Vendor represents that: (i) Vendor is financially solvent; (ii) Vendor is, if and to the extent required by law, licensed to perform the work; (iii) Vendor has marketable title to the items conveyed to GATECH in accordance with the Purchase Order and has the right to convey same; (iv) the items conveyed to GATECH are unencumbered and free from security interests and liens; (v) Vendor has carefully examined all of the provisions of the Purchase Order, acquainted itself with the work and the place where the work is to be performed and all conditions relevant to the work and has made all evaluations and investigations necessary to a full understanding of any difficulties which may be encountered in performing the work; and (vi) the Purchase Order is sufficient for the proper and complete execution of all work on or for the Product.

WARRANTY. In addition to any warranties set forth elsewhere in the Purchase Order, Vendor expressly warrants that the Products furnished under the Purchase Order shall be free from defects in material, workmanship, and design, and according to the best applicable standard practices.  The Products shall be new, unless otherwise specified, and of first-class quality.  Vendor guarantees and hereby gives full, complete, and maximum warranties of title, fitness for purpose, and merchantability for Products furnished under the Purchase Order.  Vendor further warrants that the Products shall be of sufficient size and capacity, and of proper materials, to properly perform the functions intended in the Purchase Order.  Vendor expressly warrants that the Products furnished under the Purchase Order shall strictly comply with all provisions of the Purchase Order, including, but not limited to, any specifications of GATECH and shall conform to all applicable laws, ordinances, codes, and regulations.  Any certifications must reflect that all applicable manufacturing and process specifications called for in the Purchase Order have been met.  The Products shall be unconditionally guaranteed for (i) eighteen (18) months from the date of being placed into service by GATECH, or (ii) two (2) years from the date of delivery, whichever is earlier to occur.  If, within the warranty period specified in these Terms and Conditions, GATECH discovers defects, errors, omissions, operational or performance deficiencies or breach of any warranty as to the Products, Vendor guarantees to repair or replace at Vendor’s sole expense, including parts, freight and labor for removal and reinstallation, the Products or any part thereof found to be defective.  Any replacement parts or materials or corrections to workmanship shall be additionally warranted against defects for a period of eighteen (18) months after replacement or corrective work.  If Vendor fails after reasonable notice to proceed promptly with and complete the repair, re-performance, or replacement of the defective Products, GATECH may repair, re-perform, or replace the Products and charge all related costs (including labor, access costs, or premiums paid to expedite performance) to Vendor without voiding the warranties herein, and without GATECH waiving any other rights or remedies GATECH may have under the Purchase Order.  If GATECH determines, for any reason, that the remedies provided for herein are not adequate or feasible, GATECH may elect to have such Products removed at Vendor’s sole expense and any portion of the purchase price paid refunded in full.  Any ultimate owner of the Products, as well as GATECH, shall have the benefit of this warranty, and such rights and remedies are in addition to any other rights or remedies provided in law, equity, or under the Purchase Order.  Vendor acknowledges that, notwithstanding any drawings, specifications or other express descriptions of Products set forth herein, GATECH is relying on Vendor’s skill and judgment to furnish suitable Products and/or services for the purposes described herein.  All warranties shall survive any inspections, delivery, acceptance and/or payment.  If required by GATECH, Vendor shall supply satisfactory evidence of the origin, composition, manufacture, kind and quality of the Products.

INSPECTIONS AND EXPEDITING. Vendor shall provide all interim inspections required to ensure compliance with the Purchase Order.  GATECH, GATECH’s agents and/or customers, and any statutory or regulatory agency shall have the right at all reasonable times to inspect, test, and expedite all work in progress, plus related records, whether at GATECH’s location or any other place where work may be in process, preparation, manufacture, storage, installation, or tendered by Vendor for GATECH’s receipt.  Neither the inspection, the presence nor absence of an inspector or other personnel of GATECH in Vendor’s facilities shall relieve Vendor from any requirements of the Purchase Order, and failure on the part of GATECH to discover or reject Products not in accordance with the specified requirements shall not be deemed an acceptance or a waiver of defects.  At GATECH’s option, Vendor shall submit monthly (or more frequently if delivery requirements make it necessary) to GATECH, engineering and production status reports which GATECH may require including reports on Vendor’s purchases pursuant to the Purchase Order.  Notwithstanding any prior inspection, the passage of title, or any payments under the Purchase Order, all Products furnished under the Purchase Order are subject to final inspection and acceptance by GATECH.

DELIVERY. Unless otherwise specified herein, title to the Products (and in the event the Products are made to order, then title to all material, inventory, work in progress, and tooling unique to the Products) shall vest in GATECH immediately upon acceptance of the Products by GATECH.  Vendor is responsible for properly and carefully packing and shipping the Products, at Vendor’s sole expense unless otherwise specified herein, and shall comply with any documentary requirements or instructions of GATECH in the shipment process.  Irrespective of the vesting of title and any other provision herein to the contrary, Vendor shall bear the risk of loss and damage and shall insure or self-insure, for the benefit of Vendor and GATECH, the Products in Vendor’s care, custody and control, including free issue material supplied to Vendor for incorporation into, or work in conjunction with, the Products until the same are delivered in good condition and accepted by GATECH in accordance with the provisions of the Purchase Order.

CONFORMING PRODUCTS AND ACCEPTANCE. The Products shall conform strictly to the description, plans, specifications, performance criteria, and sample, if any, and no substitution in whole or in part will be permitted without the prior written approval of GATECH. If there are no specific descriptions, plans, specifications, performance criteria or samples, or to the extent that any which may be provided are not explicit, the Products shall be new, of the latest design or model conforming to GATECH’s requirements, fit for the purpose(s) intended under the Purchase Order and of the best quality.  Prior to shipment, Vendor shall carefully inspect and test the Products for conformance to the requirements of the Purchase Order.  Vendor shall control and/or prevent foreign object damage or contamination during manufacture, assembly, inspection, and/or shipment of all Products.  If the words “or equal” are used in the Purchase Order, proposed equals must be approved in writing in advance by GATECH.  There shall be no substitutes or shipment of more or less than the quantity specified without the prior written approval of GATECH.  Upon delivery of the Products or in any other location or time as may be specified herein, GATECH shall conduct a visual inspection of the Products and may accept or reject the Products, in whole or in part, provided that GATECH reserves all rights provided for herein to reject any Products, in whole or in part, at a later time upon discovery of a latent defect not apparent by visual inspection.  Vendor’s processes and program requirements related to quality and prevention of contamination must be made accessible to GATECH upon request.  If Products received do not conform to those ordered or if more or less than the quantity ordered are shipped, GATECH may reject such shipment in whole or in part by giving notice thereof to Vendor.  Vendor shall remove any rejected Products at Vendor’s sole expense within ten (10) working days after notice.  If any Products are rejected by GATECH, Vendor shall not ship any replacement Products without the prior written approval and directions of GATECH.  For any defective, non-conforming, or rejected Products, GATECH may cancel the Purchase Order in whole or in part without any obligation to pay a cancellation fee or other fee or penalty.

TIME OF PERFORMANCE.  TIME IS OF THE ESSENCE OF THE PURCHASE ORDER.  Vendor shall be liable to GATECH for any and all loss or damage as a result of any delay on the part of Vendor in the prosecution or completion of the work, or for any delay to the completion of the work and delivery of the Products attributable to Vendor.  In addition to all other rights or remedies GATECH may be entitled to in the event of Vendor’s untimely performance under the Purchase Order, GATECH, upon written notice to Vendor, may require Vendor to take those steps necessary to expedite the work and may require Vendor to work on an overtime or premium schedule, and, further, may require Products to be shipped expeditiously, either by special over-land transport and/or air freight, from point of manufacture to the point of delivery, Vendor being solely responsible for all additional costs.  Without relieving Vendor of Vendor’s obligations and liabilities under the Purchase Order, Vendor shall immediately report to GATECH any delay or anticipated delay in performance of the work, and Vendor’s plan to overcome or minimize any such delay or anticipated delay.  If GATECH fails to meet any of the stated conditions upon which Vendor’s performance under the Purchase Order is based, such failure(s) shall excuse Vendor from fulfilling Vendor’s performance only to the extent, if any, that such failure(s) actually prevents Vendor from achieving any part of Vendor’s performance, and shall not otherwise excuse Vendor from completely fulfilling Vendor’s performance under the Purchase Order.

GATECH’S REMEDIES UPON DISCOVERY OF DEFECTS.  Within one (1) year of the discovery of any defective Products that are not in accordance with the Purchase Order, at GATECH’s option, GATECH may, in addition to any other remedies available in equity or at law, either: (i) reject the defective Products by sending written notice to Vendor; or (ii) require Vendor to replace, repair, correct, or make the same good.

1. Rejection: If GATECH rejects the defective Products and if the same is in GATECH’s control, GATECH will, to the extent it is commercially reasonable, hold the rejected Products (for a reasonable time period under the circumstances) for Vendor’s inspection, instruction and at Vendor’s sole risk, and, if Vendor so directs, return same at Vendor’s sole expense.  Upon GATECH’s rejection, GATECH shall have the right to cover the same with another supplier, and Vendor agrees to pay GATECH on demand for any and all loss, damage, costs, attorneys’ fees, expert fees, and other charges incurred and/or made by GATECH in connection with such replacement order, together with interest thereon at the highest rate allowed by law from the date incurred.

1. Repair, Replacement or Correction: Upon GATECH’s exercise of GATECH’s option to have the Vendor replace, repair, correct, or make good the ordered Products, Vendor shall immediately, after receiving notice from GATECH of such, proceed, at Vendor’s sole cost and expense, to replace, repair, correct or make the same good, including providing parts, freight and labor for removal and reinstallation of the Product, to the satisfaction of GATECH.  In the alternative, GATECH shall have the right to have the defective Products remedied or changes made at the sole expense of Vendor, and Vendor agrees to pay GATECH on demand for any and all loss, damage, costs, attorneys’ fees, expert fees, and other charges incurred and made by GATECH in connection with such corrective work, together with interest thereon at a rate of eighteen percent (18%) per annum, or the highest rate allowed by law from the date incurred.

CANCELLATION, TERMINATION AND SUSPENSION.

1. For Convenience: For GATECH’s convenience, GATECH reserves the right to terminate or suspend all or any part of the Purchase Order.  In such event, GATECH’s sole and exclusive liability to Vendor shall be limited to payment of the reasonable, actual, documented costs incurred by Vendor for work actually performed by Vendor pursuant to the Purchase Order until such cancellation, but in no event shall GATECH be liable for any loss of profits or consequential damages based on the Purchase Order or portion thereof so canceled.  At the time of such cancellation, Vendor shall immediately discontinue all work pertaining thereto, place no additional procurement orders or make any other commitment, and cancel forthwith existing procurement orders on the best possible terms.  Pending GATECHs’s instructions, Vendor shall preserve and protect the Products on hand, work in progress, supplier data and completed work, both in Vendor’s own and in Vendor’s suppliers’ facilities.  If the Products have been paid for, GATECH shall have the immediate right to enter Vendor’s premises to take possession and remove the Products and all drawings, records, files, material, and equipment to be incorporated into the Products from Vendor’s premises.

1. For Default: If, in the opinion of GATECH, Vendor shall at any time: (i) refuse or fail to provide sufficiently properly skilled workers, adequate supervision or material of the proper quality; (ii) fail in any material respect to prosecute the performance of the Purchase Order according to the schedule; (iii) cause, by any action or omission, the stoppage, delay of, or interference with GATECH’s business operations or that of any other vendor or contractor of GATECH; (iv) fail to comply with any provision of the Purchase Order; (v) fail to perform the work or deliver the Products in a timely manner; or (vi) become insolvent, make an assignment for the benefit of creditors, or file or have filed against Vendor, a voluntary or involuntary petition in bankruptcy (each event separately or together, constituting a “Vendor’s Default”), then GATECH may, at GATECH’s sole option and in addition to any other remedies available at law, in equity, or under the Purchase Order, cancel or suspend all or any part of the Purchase Order.  In such event, GATECH may purchase the Products elsewhere and charge Vendor with any loss or added cost incurred as a result thereof, and GATECH shall not be obligated to make further payment to Vendor until Vendor has fully satisfied Vendor’s indemnity and other obligations under the Purchase Order.  Any action taken by GATECH under the Purchase Order shall not void or in any way affect the other provisions of the Purchase Order, including, but not limited to, those for the resolution of disputes.  At the time of such cancellation, Vendor shall discontinue all work pertaining thereto, place no additional Purchase Orders or make any other commitment, and cancel forthwith existing procurement orders on the best possible terms.  Pending GATECH’s instructions, Vendor shall preserve and protect the Products on hand, work in progress, supplier data and completed work, both in Vendor’s own and in Vendor’s suppliers’ facilities.  If the Products have been paid for, GATECH shall have the immediate right to enter Vendor’s premises to take possession and remove the Products and all drawings, records, material, and equipment to be incorporated into the Products from Vendor’s premises.

ASSIGNMENT AND SUBCONTRACTING.  Vendor shall not assign or transfer Vendor’s rights, delegate, or sublet Vendor’s performance in whole or in part under the Purchase Order, or funds due under the Purchase Order, without GATECH’s prior written consent.  Any attempted assignment or delegation without prior written consent shall be void and shall constitute a material breach of the Purchase Order.  GATECH shall be provided the same rights and protections as set forth in the Purchase Order.

SUBCONTRACTORS, SUBVENDORS AND SUBSUPPLIERS.  GATECH reserves the right to approve or disapprove all subcontractors, subvendors or subsuppliers proposed by Vendor to be involved in Vendor’s implementation of or performance under the Purchase Order.  Upon request by GATECH, Vendor shall submit a listing of all subcontractors, subsuppliers or subvendors for review and approval by GATECH and shall submit unpriced copies of all Vendor’s procurement orders or other contracts for materials or equipment procured from third parties pertaining to the Purchase Order.  Vendor agrees that GATECH has the right to contact or visit any of Vendor’s subcontractors, subvendors, or subsuppliers directly to confirm delivery commitments or the origin, composition, manufacture, kind, quantity or quality of any Products provided under Purchase Order.  Any approval by GATECH shall not constitute a waiver of any term or condition under the Purchase Order, at law, or in equity, nor relieve Vendor of any obligation in the Purchase Order.  Vendor shall incorporate these Terms and Conditions into any procurement order or other contract issued to any subcontractor, subsupplier, or subvendor for any work to be provided under the Purchase Order.

INDEMNITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW AND SUBJECT TO THE APPLICABLE STATUTE OF LIMITATIONS, VENDOR AT ALL TIMES SHALL INDEMNIFY, RELEASE, PROTECT, DEFEND (AT GATECH’S OPTION) AND HOLD HARMLESS GATECH, GATECH’S OWNERS, MEMBERS, MANAGERS, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, INSURERS AND SUCCESSORS AND ASSIGNS (THE “GATECH INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, EXPENSE, CLAIMS OR DEMANDS, INCLUDING, BUT NOT LIMITED TO ABATEMENT/REMOVAL COSTS, AND ATTORNEYS’ FEES, EXPERT FEES AND/OR EXPENSES, ARISING FROM VENDOR’S OR VENDOR’S EMPLOYEES’, MATERIALMEN’S, AGENTS’, OR SUBCONTRACTORS’, SUBVENDORS’, OR SUBSUPPLIERS’ PERFORMANCE OR NON-PERFORMANCE OF THE WORK, BREACH OF THE PURCHASE ORDER, DEFECTS IN PRODUCTS FURNISHED UNDER THE PURCHASE ORDER, NEGLIGENCE, GROSS NEGLIGENCE, OR INTENTIONAL ACT THAT CAUSES OR COMBINES WITH OTHER EVENTS TO CAUSE ANY PERSONAL INJURY, INCLUDING DEATH AT ANY TIME, PROPERTY DAMAGE, OR ECONOMIC LOSSES, INCLUDING BUT NOT LIMITED TO, DAMAGE TO VENDOR, GATECH, OR THIRD PARTIES, OCCURRING AS A DIRECT OR INDIRECT RESULT OF OR IN ANY MANNER CONNECTED WITH THE PERFORMANCE OR NON-PERFORMANCE OF THE OBLIGATIONS UNDER THE PURCHASE ORDER OR THE PRODUCTS SUPPLIED UNDER THE PURCHASE ORDER.  GATECH SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO CONTROL THE DEFENSE OR SETTLEMENT OF ANY CLAIM OR LAWSUIT COVERED BY VENDOR’S INDEMNITY UNDER THE PURCHASE ORDER AND, AT GATECH’S OPTION, VENDOR SHALL, AT VENDOR’S EXPENSE: (1) DEFEND ANY AND ALL ACTIONS BASED THEREON; OR (2) PAY GATECH ALL ATTORNEYS’ FEES, EXPERT FEES, AND ALL COSTS AND OTHER EXPENSES ARISING FROM GATECH’S DEFENSE AND SETTLEMENT THEREOF.

PATENTS AND TRADE SECRETS.  To the fullest extent permitted by law, Vendor shall protect, defend, indemnify, save, and/or hold harmless the GATECH Indemnified Parties from any and all damages, liabilities, costs, expenses, fines, penalties, losses, attorney’s fees, and/or expert fees incurred by any GATECH Indemnified Party in connection with any suit, claim, or demand alleging infringement of any patent, copyright, trade secret, trademark, trade name or other intellectual property infringement or other claim, demand, or action resulting from the manufacture, sale, distribution or use of the Products and/or misappropriation of any confidential information or trade secrets based upon the performance of said work or manufacture, sale, or use of the Products supplied under the Purchase Order.

CONFIDENTIAL INFORMATION.  All information, pricing, invoices, estimates, data, designs, drawings, models, layouts, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational or otherwise, and documents supplied, revealed or disclosed in any form or manner to Vendor by GATECH, or produced or created by Vendor for GATECH under the Purchase Order (“Proprietary Information”) are proprietary and confidential to GATECH and shall be used solely by Vendor for purposes of the Purchase Order. All such Proprietary Information shall be treated and protected by Vendor as strictly confidential, and shall not be disclosed to any third party without the prior written consent of GATECH, and shall be disclosed within Vendor’s organization only on a need-to-know basis.  Any nondisclosure agreement heretofore executed by Vendor in connection with GATECH’s business, the Purchase Order or any other contract pertaining to the Products, is hereby expressly incorporated within the Purchase Order.  Vendor shall immediately return to GATECH any Proprietary Information provided, either upon demand, or upon completion of the warranty period hereunder, including all copies made by Vendor.  Notwithstanding restrictive legends to the contrary, no confidentiality or limited use obligation will be accepted by GATECH due to receipt of materials supplied by Vendor and GATECH shall have the right to copy, modify, distribute, use and disclose such materials as GATECH sees fit without accounting to Vendor or any third party and Vendor shall protect, defend, save and hold harmless the GATECH Indemnified Parties from any damages, liabilities, costs, attorney’s fees, expert fees, and/or expenses which the GATECH Indemnified Parties may suffer in connection with any such copying, modifying, distribution, use, and disclosure of such materials.

NON-SOLICITATION. Vendor shall not, directly or indirectly, alone or in association with others, solicit, encourage, influence, or attempt to influence any employee, independent contractor, intern, extern, or apprentice of Company (singly or collectively, “Agent”) to terminate such Agent’s contractual and/or business relationship with Company and/or to begin employment or a business relationship with Vendor or any other person or entity. Vendor shall not, directly or indirectly, alone or in association with others, solicit, encourage, influence, or attempt to influence any customer of Company to terminate such customer’s contractual and/or business relationship with Company.

DESIGN PROPERTY. All designs (whether detailed or conceptual) in whatever form, including software, which are prepared by Vendor or provided to Vendor by GATECH in response to the Purchase Order, are the sole property of GATECH, and, with respect to designs prepared by Vendor, with title vesting upon identification to the Purchase Order and shall be considered and protected by Vendor as “Proprietary Information” as set forth herein.  Vendor shall turn over all such designs to GATECH, including copies thereof, at the expiration date of the warranty period, or earlier as may be requested in writing by GATECH.  Vendor agrees to execute any documents requested by GATECH to confirm GATECH’s legal title to all such rights.

INSURANCE.  Vendor shall within ten (10) days from acceptance of the Purchase Order, but in any event before commencement of performance under the Purchase Order, provide GATECH with certificates evidencing that the following minimum insurance is in force:

Vendor shall ensure that Vendor’s insurance policies are compliant with applicable government regulations, and shall obtain the following endorsements to Vendor’s insurance policies for coverages required herein: (i) Additional Insureds – GATECH, and its owners, members, managers, officers, directors, employees and/or agents shall be named as additional insureds (“Additional Insureds”), except for Workers’ Compensation and Employer Liability; (ii) Waiver of Subrogation – Vendor’s insurer(s) shall waive all rights of subrogation against GATECH, and GATECH’s owners, members, managers, officers, directors, employees and agents; and (iii) Primary Insurance – Vendor’s insurance policies shall be primary to any liability insurance policies carried by GATECH.  Vendor shall furnish insurance certificates to GATECHevidencing Vendor’s compliance with the insurance requirements included herein.  Should Vendor fail to furnish such insurance certificates, GATECH shall have the right to purchase such insurance from a company of GATECH’s own selection and deduct the costs of same (including any costs incurred in the procurement thereof) from amounts otherwise payable to Vendor.  All policies of insurance to be secured and maintained hereunder shall provide that Vendor and GATECH shall be provided in writing with at least thirty (30) days’ prior notice of any material policy changes, cancellations, or reductions in the policies and that no such changes, cancellations, or reductions shall be effective without such notice.

LIENS.  Vendor warrants free and clear title to the Products, and free and clear from any and all liens, restrictions, reservations, security interests and encumbrances.  Vendor agrees to promptly pay when due all bills for labor, material, equipment or services in connection with the Products.  If such bills are not promptly paid by Vendor when due, GATECH, in GATECH’s sole discretion, may pay them and Vendor shall immediately reimburse GATECH, or GATECH may, at GATECH’s discretion, set off these funds owed by Vendor against any other amounts due to Vendor under the Purchase Order or any other contract with GATECH.

To the maximum extent allowed by law, Vendor agrees to release, defend, indemnify, and hold harmless GATECH from and against any and all laborers’, materialmen’s, mechanic’s subcontractors’, subvendors’, or subsuppliers’ other liens arising from, alleged to arise from, or in any way associated with Vendor’s performance or nonperformance under the Purchase Order.  Vendor waives all lien rights against the property of GATECH.  Any sums due Vendor under the Purchase Order may be applied by GATECH as a set off against any sums owed by Vendor to GATECH or against any claims of third parties against GATECH arising from Vendor’s performance, whether under the Purchase Order or any other purchase order or other document.  In GATECH’s sole discretion, GATECH may withhold from payments to be made to Vendor amounts legally required to be withheld from such payments and remitted to the taxing authority of any jurisdiction relevant to the transaction.

COMPLIANCE WITH LAWS, REGULATIONS.  During the performance under the Purchase Order, Vendor shall be subject to all applicable provisions of laws, rules, regulations, orders, permits, and authorizations issued by governmental authorities with jurisdiction over the location(s) where Products are manufactured, transported, or delivered or where work is performed.  Upon GATECH’s written request, Vendor shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.  Vendor agrees to release, defend, indemnify, and hold harmless GATECH Indemnified Parties and their affiliates from and against any loss, cost (including attorney fees, expert fees, expenses, and court costs), civil or other fines and penalties, damage or liability, arising from or alleged to arise from any violation, alleged violation, or failure to comply with, the terms of the Purchase Order by Vendor or any person for whom Vendor may be responsible.

GOVERNING LAW AND DISPUTES.  These Terms and Conditions, together with the Purchase Order, as applicable will be construed and interpreted in accordance with the laws of the State of Kansas, U.S.A., without regard to its principles of conflicts of law.  Any legal action brought to enforce or construe the parties’ agreement shall be brought in the state and federal courts located in Sedgwick County, Kansas, and the parties hereby agree to the jurisdiction of such courts and agree that they will not invoke the doctrine of forum non conveniens or other similar defenses.  The parties waive a trial by jury in any action or proceeding to which it may be a party arising out of or in any way pertaining to the subject matter hereof.

SEVERABILITY.  The invalidity or unenforceability of any provision of the Purchase Order shall not impair the validity or enforceability of any other provision; provided, however, that whenever a material provision is held to be invalid or unenforceable, the parties shall negotiate in good faith to adopt a replacement provision to carry out the parties’ original intention to the extent permitted under applicable law.

CONFLICTS OF INTEREST.  Vendor shall not pay or give any fee, commission, rebate or anything of value to or for the benefit of any employee of GATECH, nor will Vendor do business with any company knowing the results might directly benefit an employee of GATECH, but negatively impact GATECH, without GATECH’s written consent.

IMPORT/EXPORT COMPLIANCE; SECURITY LAWS COMPLIANCE.  Vendor agrees that Vendor is responsible for all required compliance with the import, export, and/or security laws and regulations of the United States of America, and those of any other jurisdiction or country as may be applicable, in Vendor’s performance under the Purchase Order, including, without limitation, (i) the International Traffic in Arms Regulations, as amended from time-to-time; and/or (ii) The Export Administration Regulations, as amended from time-to-time.  If any import or export control or compliance form is attached to the Purchase Order, Vendor shall thoroughly and accurately complete such form and return it within ten (10) days to GATECH.  Vendor understands and acknowledges that (a) GATECH will rely on the information provided by Vendor, including making a determination whether any United States or foreign export or import license is required for the export of the supplied materials to the country of destination; (b) Vendor is responsible for compliance with local import and export control laws of any jurisdiction, and is responsible for compliance with applicable United States re-export laws; and (c) Vendor shall be fully responsible for the accuracy and completeness of import and export documentation prepared or executed by Vendor as part of Vendor’s performance of the Purchase Order, including that required for the import of any materials used in the production or manufacture of the Products and of any documents prepared by Vendor’s employees, agents subcontractors, subvendors, subsuppliers, and brokers.

FCPA COMPLIANCE.  Vendor warrants that Vendor is not a foreign government official nor is Vendor affiliated with any foreign government official; that Vendor understands the United States Foreign Corrupt Practices Act of 1977 as amended (15 U.S.C. 78dd-1, 78dd-2, 78m (1998)), including any additional amendments passed during the term of the Purchase Order; that Vendor has not previously engaged in conduct that would violate the FCPA if Vendor had been subject to the FCPA; that Vendor will not in the future engage in conduct that would violate the FCPA if Vendor is subject to the FCPA; and that Vendor will not cause GATECH to violate the FCPA.

LIQUIDATED DAMAGES FOR LATE DELIVERY.  If delivery does not occur as contemplated in the Purchase Order, Vendor hereby agrees to pay to GATECH, as part of the consideration for awarding the Purchase Order, an amount equal to the liquidated damages amount set forth in the Purchase Order.  Liquidated damages shall apply from the first instance Vendor fails to make a timely delivery.  This shall not be construed to limit Vendor’s other obligations with respect to the Purchase Order.  Vendor and GATECH agree and acknowledge that the liquidated damages amount set forth in the Purchase Order to be paid by Vendor are reasonable, considering the loss GATECH will sustain as a result of late deliveries.  The amount is agreed upon and fixed by the parties because of the difficulty in ascertaining the actual damages which will be sustained by GATECH.  The payment of these liquidated damages shall not affect GATECH’s other rights, including, without limitation, GATECH’s right to terminate the Purchase Order.  GATECH may set off amounts due to GATECH by Vendor pursuant to this provision against amounts due and owing Vendor pursuant to the terms of the Purchase Order.

INJUNCTIVE RELIEF; OTHER LIQUIDATED DAMAGES. Vendor agrees that compliance with the covenants contained in the paragraphs (i) Confidential Information; and/or (ii) Non-Solicitation (singly “Covenant”, or collectively “Covenants”) are necessary to protect GATECH’s proprietary interests and goodwill, and that a breach of any Covenant would result in irreparable continuing damages for which there will be no adequate remedy at law, and in the event of any breach of any Covenant, GATECH shall be entitled to the issuance by any court of competent jurisdiction of a temporary restraining order and/or injunction in favor of GATECH enjoining such breach or violation of any Covenant and such other and further relief, including damages, as may be proper, provided that no request for, or receipt of, any temporary restraining order and/or  injunction shall be considered an election of remedy or waiver of any rights or any other remedy that GATECH may have against Vendor, either at law or in equity. Without limiting the generality of the foregoing, Vendor, shall pay to GATECH, as liquidated damages, and not as a penalty, Two Hundred Thousand United States Dollars (US$200,000) per breach of any Covenant set forth in the paragraphs Confidential Information and/or Non-Solicitation.

FORCE MAJEURE. The parties shall not be liable for any failure, loss, or delay in performance of such party’s obligations under the Purchase Order resulting, in whole or in part, directly or indirectly, from fires, floods, or other acts of God; pandemics; epidemics; strikes, lockouts, or other labor disputes; wars, riots, embargoes, or actions by foreign, federal, state or local governments; or shortages of transportation equipment, fuel or labor.

DOCUMENTATION, RIGHT OF AUDIT AND DISPOSITION.  Where Vendor’s invoice includes compensation for work performed at a unit price or for changes in the work, Vendor shall submit Vendor’s determination of units of work performed, determined in accordance with the provisions of the Purchase Order and substantiated by documents satisfactory in form and content to GATECH.  Upon verification by GATECH of said documents, GATECH will advise Vendor in writing of either GATECH’s acceptance of Vendor’s determination of such units or of GATECH’s determination of such units.  Where Vendor’s invoices include compensation for work performed for a reimbursable price, all costs, expenses and other amounts so invoiced shall be substantiated and supported by documents satisfactory to GATECH and verified by GATECH.  Vendor shall comply with any and all governing regulatory retention periods for any and all work performed pursuant to the Purchase Order (“Retention Periods”) and maintain all records and accounts pertaining to work performed pursuant to the Purchase Order in accordance with such Retention Periods.  Vendor agrees that GATECH shall have the right to audit, copy and inspect, or cause to have audited, copied, and inspected, Vendor’s records and accounts pertaining to performance of the work pursuant to the Purchase Order at all reasonable times during the course of performance under the Purchase Order and/or during the Retention Periods.  After any and all Retention Periods have expired, Vendor may dispose of GATECH’s records and data in accordance with all applicable regulatory standards governing deletion and destruction of records and data pertaining to the work performed pursuant to the Purchase Order.

PUBLICITY.  Vendor shall not publicize, disclose or discuss the existence, content or scope, whether generalities or details, of the Purchase Order or make any reference to GATECH, the business of either or the project for which the Purchase Order is made to any third party by any means and through any medium (including, but not limited to, advertising, web site references, photographs, articles, press releases or interviews, speeches, or programs) without obtaining the prior written consent of GATECH.

SUCCESSORS AND ASSIGNS.  Subject to the Assignment and Subcontracting Section herein, the Purchase Order shall inure to and be binding on the transferees, successors and assigns of such party.

NOTICES.  Any notice required hereunder shall be in writing and shall be given to the appropriate party by (i) personal delivery, (ii) certified mail, postage prepaid, return receipt requested, or (iii) recognized overnight delivery services to GATECH at GATECH’s corporate headquarters and directed to the attention of Director of Supply Chain, and to Vendor at the address provided in the Purchase Order.