Harmonic Inc.

Supplier SOLUCIONES EN TELECOMUNICACIONES GIGES SAS DE

2590 Orchard Parkway, CV
San JoseCA 95131 CALLE MAGNOLIA NO 40, COL. SATELITE
United States 62460 CUERNAVACA, MORELOS
TEL: 1-408-542-2500 MEXICO
SRGH100-045234 Email : bertinbasilio@yahoo.com.mx
TEL:
FAX:

Purchase Order USPO12089

Order USPO12089
Bill To Harmonic Inc. Ship To Harmonic Inc. Order Date 28-APR-2023
2590 Orchard Parkway 2590 Orchard Parkway Change Order 0
SANTA CLARA SANTA CLARA
Change Order Date 28-APR-2023
SAN JOSE, CA 95131 SAN JOSE, CA 95131
Revision 0
UNITED STATES UNITED STATES
Ordered 7,500.00 USD

THIS PURCHASE ORDER NUMBER MUST APPEAR ON

Invoice Sending
Please send all your invoices at the following
email address: ap-accelim@harmonicinc.com
ALL INVOICES, PACKING LISTS, CARTONS AND
CORRESPONDENCE RELATED TO THIS ORDER.
Accounts Payable Contact Without these information invoices will be rejected
.
For any accounts payable question, please send your
request to: ap@harmonicinc.com

Please make sure to send one invoice per one email,

Accelim being an automated email box. Thank you.

Notes To Supplier:

Customer Account Number Supplier Number Payment Terms Freight Terms FOB Shipping Method
11726 NET30 Prepaid Destination
Buyer Requestor
Chi-yi (Tiffany) Chen Philip (Phil) McCarty
E-mail: Philip.McCarty@harmonicinc.com
Line Item Line Description Price Quantity Received UOM Extended Requested Taxable Location
Quantity Price Delivery Date
1 Request to perform services for 7,500.00 7,500.00 4/21/23 USA -
Ship To: L1 Site Surveys in Honduras at Domestic
Address at top of page the end of April. Onsite for a Field
week and 6.5 weeks remote
work will be performed.
Page 1 of 3
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Purchase Order USPO12089

Line Item Line Description Price Quantity Received UOM Extended Requested Taxable Location
Quantity Price Delivery Date

Total 7,500.00 USD

THE TERMS AND CONDITIONS ON THE ATTACHED ARE INCORPORATED HEREIN.

PLEASE ACKNOWLEDGE RECEIPT OF THIS PURCHASE ORDER

Important
Please BY:
Acknowledge ----------------------------------------------------- ------------------------------TITLE:
DATE:

Page 2 of 3
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1. Acceptance – These terms and conditions become the exclusive and binding agreement between the parties for the purchase of products and/or services when this order is accepted
by acknowledgement and/or commencement of performance by Seller. Acceptance of this order is limited to these terms and conditions and Buyer expressly rejects any other terms,
conditions or provisions. Acceptance of the products or services delivered under this Agreement shall not constitute acceptance of Seller's terms and conditions.
2. Prices – Seller warrants prices herein are not in excess of prices charged to any other customers for similar products or services in similar quantities. Seller will give Buyer benefit of
any price reductions prior to date of shipment.
3. Invoices – Invoices shall be submitted in duplicate and specify purchase order number, product number, description of products, sizes, quantities, unit prices, and extended total in
addition to any other information specified herein. Bill of lading or express receipt shall accompany each invoice. Payment of invoice shall not constitute acceptance of products and shall
be subject to adjustment for errors, shortages, defects in the products or services or other failure of Seller to meet the requirements of this Agreement. Buyer may at any time set off any
amount owed by Buyer to Seller against any amount owed by Seller to Buyer.
4. Prompt Payment Discounts – For any discount offered by Seller for prompt payment, time will be computed from the latest of: (i) the scheduled delivery date, (ii) the date of actual
delivery, or (iii) the date an acceptable invoice is received. Payment is deemed made for the purpose of earning the discount on the date of mailing of the Buyer's check.
5. Taxes – The prices set forth herein include all applicable taxes, including but not limited to VAT, duties, customs and other charges or fees assessed by any government, excepting
sales tax, and such prices shall not be subject to change as a result of any change in Seller's tax liabilities. All such taxes and charges shall be stated separately on Seller's invoice.
6. Packing and Transportation – Unless otherwise specified, goods are purchased FOB destination. All transportation costs, including but not limited to cartage, packing, handling, and
insurance charges shall be at Seller's expense. All goods shall be shipped in accordance with shipping instructions provided by Buyer, or if no such instructions are provided, by best
route and mode of transportation. Seller shall be liable for any cost, loss, damage, liability or excess shipping costs resulting from routing differing from Buyer's instructions. No
substitutions of goods or services, partial or C.O.D shipments shall be made without prior written authorization of Buyer.
7. Overshipments – Buyer reserves the option to return at Seller's expense any shipment of products or services either in excess of the amount stated herein, or in advance of the
agreed upon schedule. Such shipments will be held at Seller's risk and expense, including reasonable storage charges, while awaiting shipping instructions.
8. Delivery – Time is of the essence in this Agreement. Failure by Seller to deliver products and/or services within the time stated on this Agreement shall constitute a material breach.
Seller shall bear all risks of loss, damage, or destruction of the products purchased hereunder until final acceptance by Buyer at destination. Further, the Seller shall also bear the same
risks with respect to any product rejected by Buyer.
9. Warranty a) Seller warrants all products or services purchased hereunder, including all components and raw materials incorporated therein, and products or services corrected under
this warranty, shall (i) be free from defects in design, workmanship, materials, and manufacture; (ii) comply with any drawings or specifications or to any samples furnished by Seller; (iii)
comply with all applicable federal, state and local laws, orders and regulations. Seller further warrants all products or services purchased hereunder shall be of merchantable quality and
shall be fit and suitable for the purposes intended by Buyer. The foregoing warranties are in addition to all other warranties whether expressed or implied and shall survive any delivery
inspection, acceptance, or payment by Buyer. b) If any products or services delivered hereunder do not meet the warranties specified herein, Buyer may at its option (i) require the Seller
to promptly correct at no cost to Buyer, any defective or non-conforming products by repair or replacement at the location specified by Buyer, or (ii) return to Seller such defective or non-
conforming products or services at Seller's expense for a refund of the purchase price. The foregoing remedies are in addition to all other remedies at law or in equity or under this
Agreement for damages or otherwise, and shall not be deemed to be inclusive. All warranties shall run to the Buyer and its customers. c) Buyer's approval of the Seller's product or
design or service shall not relieve Seller of the warranties set forth herein, nor shall waiver by Buyer of any drawing or specification requirement for one or more of the products or
service constitute a waiver of such requirements for the remaining products or services to be delivered hereunder unless so stated by Buyer in writing. The provisions of this clause shall
not limit or affect the rights of the Buyer under this Agreement.
10. Inspection a) All products or services purchased hereunder shall be subject to inspection and/or test by Buyer to the extent practicable at all times and places during and after the
period of manufacture, at no additional charge to Buyer. All products or services shall also be subject to final inspection and acceptance at Buyer's plant within a reasonable time after
delivery. No inspection or test made prior to final acceptance shall relieve the Seller from responsibility for defects or other failure to meet the requirements of this Agreement. b) Any
product or service rejected shall be replaced or corrected by and at the expense of the Seller promptly after written notice by Buyer. If, after being requested by Buyer, the Seller fails to
promptly replace or correct any defective product or service within the delivery schedule, Buyer (i) may replace or correct such products or services and charge to the Seller the cost
occasioned thereby, or (ii) may without further notice terminate this Agreement for default in accordance with the clause hereof entitled "Termination for Default", or (iii) may require an
appropriate reduction in price. c) The Seller shall provide and maintain an inspection system, which is acceptable to Buyer. Records of all inspection work shall be kept complete and
available to Buyer during the performance of this Agreement.
11. Changes – The Buyer may at any time be written notice suspend performance hereunder, increase or decrease the ordered quantities, or make other changes of any kind or nature.
If any such change causes an increase or decrease of the cost or the time required for performance of this Agreement, an equitable adjustment shall be made in the price or delivery
schedule or both, and the Agreement shall be modified in writing accordingly.
12. Termination for Default – Buyer reserves the right at any time to terminate this Agreement by written notice in the event Seller breaches or fails to perform any of its obligations in
any material respect, or in the event Seller files or has filed against it a petition in bankruptcy or otherwise for the protection of debtors, makes an assignment for the benefit of creditors,
has a trustee or receiver appointed for all or substantially all of its' assets, ceases to conduct business in the normal course or otherwise takes or has taken against it any action of similar
import. In the event of such termination, Buyer may (i) require the Seller to transfer title and deliver to Buyer in the manner, time and to the extent directed by Buyer, any completed or
partially completed products or services; (ii) procure elsewhere similar products or services and charge Seller the difference in the cost thereof. If Buyer elects to terminate only a portion
of this Agreement, then in such event Seller shall continue its performance of this Agreement to the extent not terminated. Payment for completed or partially completed products or
services delivered to and accepted by Buyer shall be in an amount agreed upon by the Seller and Buyer, however, such amount shall not exceed the Agreement price. The rights and
remedies of Buyer under this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.
13.Termination for Convenience – Buyer reserves the right at any time to terminate this Agreement, in whole or in part, by written notice. In the event of such termination, Buyer shall
pay Seller as its sole and exclusive compensation under this Agreement the price specified herein for the portion, if any, of Seller's performance hereunder which has been finally
accepted by Buyer. Notwithstanding the foregoing, if the products to be furnished hereunder consist of items specially manufactured to Buyer's design or specification, Buyer, in its
discretion, may elect to accept delivery of all or any portion of such products, finished or unfinished, and to pay Seller as its sole and exclusive compensation thereof the less of: (i) the
sums actually expended by Seller to procure and/or process such products, or (ii) that portion of the Agreement price for such products.
HARMONIC
PURCHASE ORDER TERMS AND CONDITIONS
14. Intellectual Property Indemnity – Seller shall indemnify, defend and hold harmless Buyer, its customers, and all persons claiming under this Agreement, against any and all claims, demands,
costs, losses, damages and liabilities for Buyer's use, sale or resale of products or services supplied by Seller based on actual or alleged infringement of any patent, trademark, copyright or similar
intellectual property right. Seller shall settle or defend at its own expense all such claims and suits asserted or brought against Buyer and shall pay all damages, costs, fines and assessments resulting
therefrom; however, Seller shall not settle any such claim or suit without Buyer's written consent.
15. General Indemnity & Insurance – Seller agrees to indemnify and hold harmless Buyer, its customers and all persons claiming under this Agreement against any and all claims, demands, costs,
loss, damage or liability arising out of (i) actual or alleged defects in material, workmanship or design of materials or articles, including representations made by Seller as to the products and/or
services, furnished by Seller hereunder; and (ii) personal injury, including death, or loss or destruction of property arising from or caused directly or indirectly by any act or omission of any agent,
employee, or subcontractor of Seller in performance of its obligations hereunder. Without limiting the foregoing, Seller shall take all precautions necessary to prevent personal injury or property
damage during any work hereunder that may be performed by Seller on premises occupied by Buyer or Buyer's customers, and Seller shall at all times maintain such public liability, property damage,
employer's liability and worker's compensation insurance as to fully protect Buyer and Buyer's customers against the aforementioned risks. Seller shall provide evidence of such insurance at Buyer's
request.
16. Liens – All products furnished by Seller hereunder shall be free from all claims of others with respect to royalties, liens and other encumbrances or charges, and at Buyer's request, Seller shall
deliver to Buyer a release of all liens or other evidence thereof satisfactory to Buyer.
17. Limitation of Liability – IN NO EVENT WILL BUYER BE LIABLE FOR ANY LOST PROFITS, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES ARISING OUT OF THIS
AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT BUYER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.
18. Compliance with Laws – In the performance hereof, Seller shall comply with all applicable laws, rules, regulations, orders, or ordinances of any federal, state, local or other government agency for
the applicable jurisdictions, including but not limited to, those regarding occupational safety and health. Seller shall provide Buyer with product/component technical documentation, testing results,
compliance/declaration notices, testing and inspection processes, and/or composition data in response to Buyer's reasonable request for such in accordance with applicable regulations.
19. Corporate Social Responsibility - Seller undertakes to comply with the corporate social responsibility principles and commitments set forth in Harmonic's policies and reference documents
available on harmonicinc.com. In particular, Seller agrees to commit, on behalf of itself and its suppliers and subcontractors, to (i) mitigating and reducing any negative environmental impact of Seller's
products, business practices and manufacturing processes, as applicable; (ii) complying with Harmonic's posted policies relating to fundamental human rights, personal health and safety, and the
prohibition of illegal employment practices; and (iii) conduct its business as an independent contractor without any relationship of subordination with respect to Harmonic, with all Seller personnel
assigned in whole or in part to the performance of the Harmonic purchase order remaining in all circumstances under Seller's control and authority. Any significant violation of the provisions of this
Corporate Social Responsibility provision shall constitute a breach of contract, entitling Harmonic to suspend and/or terminate the purchase order or this Agreement.
20. Confidentiality and Publicity – Products or services purchased pursuant to Buyer's own specifications or drawings shall not be disclosed or quoted for sale to others. All specifications, drawings,
samples, or other data furnished by Buyer shall be treated as confidential information by the Seller, shall remain Buyer's property and shall be promptly returned to Buyer upon request. Any publicity
regarding this Agreement is prohibited except with Buyer's prior written approval.
21. Assignments and Subcontracts – No right or obligation under this Agreement (including the right to receive monies due hereunder) shall be assigned by Seller and any assignment without such
consent shall be null and void. Seller shall not enter into any subcontracts without the prior written consent of Buyer, and Buyer shall not be obligated to recognize any claim from Seller resulting from a
subcontract not previously approved by Buyer.
22. Buyer-Furnished Property – All designs, tools, patterns, drawings, information, equipment or other material furnished by Buyer hereunder shall be used only in the performance of Seller's
obligation hereunder. All such material, and any rights thereto, shall remain the property of Buyer, and Buyer shall at all times have the right to enter Seller's premises and remove such property
without liability to Buyer. Upon the completion or termination of the Agreement, all such property shall be returned to Buyer in the form of finished parts or unused material. Seller bears all responsibility
for loss, damage or destruction while property is within its possession or control. Property furnished by Buyer is provided strictly "as is" with no warranty whatsoever.
23. License – Seller, as part consideration for this Agreement and without further cost to Buyer, hereby grants Buyer an irrevocable, perpetual, non-exclusive, royalty-free right and license to use, sell,
manufacture, and cause to be manufactured products worldwide embodying any and all inventions and discoveries made, conceived or actually reduced to practice in connection with the performance
of this purchase Agreement.
24. Changes in Process or Method of Manufacturing – Seller will not invoke any changes or method of manufacturing during the terms of this Agreement without Buyer's prior written consent. Seller
further agrees that any contemplated changes in process or method will be submitted to Buyer in sufficient time to enable Buyer a reasonable opportunity in which to evaluate such changes.
25. Applicable Law – If the Buyer is Harmonic Inc., this Agreement will be governed by and construed in accordance with the laws of the State of California, United States of America. Any suit
hereunder will be brought solely in the federal or state courts of Santa Clara County, California, USA, and Seller hereby submits to personal jurisdiction in those courts. If the Buyer is any other
Harmonic entity, as stated in the purchase order, this Agreement will be governed by and construed under the laws of Switzerland. Under Swiss law, any suit hereunder will be brought solely in the
ordinary courts of Fribourg, Switzerland, and Seller hereby submits to the personal jurisdiction thereof. Under all circumstances the United Nations Convention on the International Sale of Products will
not apply.
26. Modification – No change, modification or revision of this order or this Agreement shall be effective unless agreed to in writing and signed by Buyer's duly authorized purchasing representative or
officer.
27. Waiver – Failure of Buyer to enforce at any time any of the provisions hereof shall not be construed to be a waiver of such provisions, nor be deemed a waiver of any other right hereunder or the
right of Buyer thereafter to enforce any such provisions. 28. Severability – If any portion of this Agreement is held invalid, the parties agree that such invalidity shall not affect the validity of the
remaining portions of this Agreement, and the parties shall seek in good faith to agree to substitute for the invalid provision a valid provision that most closely approximates its terms.
28. Entire Agreement –This Agreement supersedes all proposals, oral or written, all negotiations, conversations or discussions between the parties relating to this Agreement and past course of
dealing or industry custom. Seller represents and agrees that it has not relied on any representation or warranty other than those contained herein in entering into this Agreement. The terms and
conditions herein contain the entire understanding and agreement of the parties with respect to the subject matter hereof.