Blanket Purchase Agreement 52272

Supplier Details:

Company CA_Supplier
Contact CA Supplier

Submit your response to:

Company US1 Business Unit
Contact Calvin Roth
Address 500 Oracle Parkway
Phone 1-773-675-5336

This document has important legal consequences. The information contained in this document is proprietary of US1 Business Unit. It
shall not be used, reproduced, or disclosed to others without the express and written consent of US1 Business Unit.


Blanket Purchase Agreement 52272 Agreement 52272 Agreement Date 24-FEB-2017 Change Order 2 Change Order Date 24-FEB-2017 Revision 2 Agreement Amount Procurement BU US1 Business Unit Supplier CA_Supplier 500 Oracle Parkway UNITED STATES REDWOOD CITY.00 Quantity Price Break 80.00 CA_BPA Item Price Break 90. CALIFORNIA 94065 UNITED STATES Notes USD = US Dollar Hello Supplier Customer Account Supplier Number Payment Terms Freight Terms FOB Shipping Method Number 10079 Net 30 Buyer pays Origin UPS freight Start Date End Date Confirm To Calvin RothPhone 1-773-675-5336 Line Item UOM Price Expiration Date 1 CA_BPA Item Ea 100.00 Quantity Proprietary and Confidential 2 .

Blanket Purchase Agreement 52272 Line Item UOM Price Expiration Date Proprietary and Confidential 3 .

if no expiration date is stated. Seller warrants that the prices quoted in this order are no greater than those currently charged any other buyer for similar quantities of goods or services.6 Recall In the event that a recall of the goods is necessitated by a defect. 1. including without limitation. the latter will control. Discount periods must be extended if invoice is returned for credit or correction. exceptions. or.5 Warranty a) Seller expressly warrants that the goods or services ordered shall be merchantable. and customers and to users of the goods or services and shall run through any expiration date stated on the goods. Buyer objects to all additions. its assigns. and no claim will be asserted against Buyer. 1. shall conform to this order. assigns. in which event an equitable adjustment will be made to any price. US1 Business Unit will pay the supplier within Net 30 from the date of invoice submission. or changes to these terms. 1. The provisions or monies due under this contract shall not be assignable. Sales and use taxes not subject to exemption shall be stated separately in Seller's invoice. its successors. Proprietary and Confidential 4 . Claims for such an adjustment must be made within fifteen (15) days from the date of receipt by Seller of notice of the change. or customers. and to any accepted samples. advertisement. lost profits. to specifications. 1. transportation to point of delivery. Blanket Purchase Agreement 52272 Contract Terms and Conditions 1 Terms & Conditions 1. applicable laws. All payments will be remitted by mail.1 Agreement This order is Buyer's offer to Seller and becomes a binding contract. unless approved by Buyer in writing. customer refunds. time of performance. hauling. and other provisions of this order if appropriate. 1. Claims under these warranties must be made within the applicable period prescribed by statute. then for a period of one (1) year after delivery. costs of notifying customers. 1. the prices stated on the front of this order include all charges for packing. costs of returning goods. This information in not to be treated as confidential or proprietary.4 Changes Buyer may at any time make changes in the scope or quantity of the goods or services covered by this order in other terms hereof. Seller shall bear all costs and expenses of such recall. Substitutions or changes in quantities or specifications by Seller shall not be made without Buyer's prior written approval. drawings. subject to the terms hereof. and other descriptions referenced in this order. or promotion regarding Buyer or Buyer's purchase or use of the goods or services covered by this order without the prior written consent of Buyer. and other expenses incurred to meet obligations to third parties.3 Payments The Supplier shall submit properly certified invoices to US1 Business Unit. whether contained in any printed form of Seller or elsewhere. and shall be fit and safe for the intended purposes. storage.8 Use of Seller's Information All information disclosed to Buyer in connection with this order is furnished as part of the consideration for Buyer's placement of this order. Seller warrants that it has clear title to the goods and that the goods and services shall be delivered free of liens or encumbrances. or any other reason within the Seller's control. and taxes. Seller shall make no reference. To the extent there are any inconsistencies between these terms and those written on the face of this order. Any price reduction extended to others by Seller prior to delivery shall also be extended to Buyer. 1. 1. shall be free from defects in design unless the design was supplied by Buyer. when accepted by acknowledgement or commencement of performance by Seller. a failure to conform to the specifications. for its disclosure or use.2 Price Unless otherwise specified. shall be free from defects in materials and workmanship.and Seller hereby submits to the jurisdiction of the courts of _________ for purposes of resolving any dispute.b) All these warranties and other warranties as may be prescribed by law shall extend to Buyer.7 References to Buyer Except to the extent required by law. US1 Business Unit will take advantage of any prompt payment discount terms offered.9 Controlling Law This order and the performance under it shall be controlled and governed by the laws of _________ .

and shall further obtain Workers' Compensation. work- in-progress. liability. damage. Personal Injury. 2. specification.b) actual or alleged defect in the services or in the design.1 Termination a) Buyer may terminate this order. at Seller's expense. or trademark infringement or violation of other proprietary right. plus any reasonable expenses incurred by Seller in terminating orders and work in progress. Such termination claim must be submitted to Buyer within sixty (60) days of the date of termination and shall be subject to audit by Buyer. 2. Purchaser may. at any time for its convenience by notice to Seller in writing. Seller's sole compensation for such termination shall be payment by Buyer of the percentage of the total order price corresponding to the proportion of work completed in filling the order prior to such notice. Purchaser may. modify the goods so as to be usable by Buyer. and users of the goods or services harmless with respect to all claims. and Independent Contractors Protective Liability endorsements. or material of the goods. require that Seller ship the goods via expedited routing to meet the schedule or to recover the time lost and Seller shall pay the difference in shipping costs. incurred relating to or caused by:a) actual or alleged patent. plans. finished products. Seller shall also obtain Premises- Operations. Buyer may at its option terminate this order or defer acceptance of the balance of the goods or services ordered until the claim is resolved.1 Shipment or Delivery Schedules Shipment or delivery of goods shall be in accordance with the schedule specified in this order. and Seller shall promptly deliver these items to Buyer and take all necessary Proprietary and Confidential 5 . This right shall be in addition to any other remedies provided Buyer by law. If Seller does not. Seller shall furnish Buyer with a certificate evidencing the required insurance. Seller shall at Buyer's option. if such overshipment exceeds 10% of the total order price or $500.5 Insurance Seller shall obtain and keep in force for three years after the last delivery under this order general comprehensive liability insurance covering each occurrence of bodily injury and property damage in the amount of not less than $1 Million Dollars (or any other amount Buyer may indicate in this order) combined single limit with special endorsements providing coverage for:a) Products and Completed Operations Liability. meet such schedule.3 Substitution. If Seller does not. if deliveries are not made at the time or in the quantities specified. either procure for Buyer the right to continue using the goods. If Buyer is enjoined from use of the goods. Blanket Purchase Agreement 52272 2 Delivery of Goods 2.If services are performed under this order on Buyer's premises. meet such schedule. component parts. or in the event of a breach or failure by Seller to meet other terms of this order. processes. and. indemnify and hold Buyer. title to all equipment. If requested. or negligence. sources of raw materials. assigns. or it appears that Seller will not. without liability: If Buyer anticipated Seller's breach of this order and Seller does not provide adequate assurance of its performance within ten (10) days of Buyer's request. or repurchase the goods at the price set forth in this order. information.c) actual or alleged breach of warranty. whichever is smaller. copyright. in whole or in part. in addition to any other rights or remedies provided by law or this order. customers.c) Blanket Contractual Liability. This Paragraph shall not be construed to indemnify Buyer for any loss to the extent it is attributable to Buyer's design. drawings. 2.Seller shall defend. and any other items for which Seller may submit a claim shall vest in Buyer. special tooling. sale. 2. or use of the goods or services covered by this order. or it appears that Seller will not. Modification No substitution or modification of any goods. arising out of the purchase. require that Seller ship the goods via expedited routing to meet the schedule or to recover the time lost and Seller shall pay the difference in shipping costs. including attorney's fees. materials. loss. and expenses.4 Indemnification Shipment or delivery of goods shall be in accordance with the schedule specified in this order. 2.In the event of a claim under this paragraph. 3 Termination 3.b) Blanket Broad Form Vendor's Liability. in whole or in part. or manufacturing sites may be made without Purchaser's prior written consent. employees.00. replace the goods with substantially equivalent goods.c) Upon any termination under this paragraph. manufacture. specifications.2 Overshipment Overshipment of goods not approved by Purchaser in writing will be returned.b) Buyer may terminate this order.6 Risk of Loss Seller shall bear the risk of loss or damage to the goods covered by this order until they are delivered to and accepted by Buyer. tooling. Employer's Liability and Automobile Liability Insurance coverage in amounts acceptable to Buyer. its successors. in addition to any other rights or remedies provided by law or this order.d) failure of Seller to deliver the goods or services on a timely basis.

Blanket Purchase Agreement 52272 action to protect such property prior to such delivery. Proprietary and Confidential 6 .2 Setoff Any counterclaim against Seller or any of its related entities by Buyer or any of its related entities which arise out of this or any other transaction may be set off against any money due seller under this order.1 List of Deliverables This is the list of contractual deliverable(s) binding on the "Supplier". 4 Deliverables 4. 3.