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Wi-Tronix®, LLC Purchase Order Standard Terms and Conditions

Last updated July 9, 2026

 

  1. Purchase of Goods. Wi-Tronix, LLC (“Wi-Tronix”) proposes to purchase certain Goods from Supplier, and Supplier agrees to sell certain Goods to Wi-Tronix, at the prices and in the quantities set forth on such agreement and/or purchase orders (“Purchase Orders”) referring to these terms and conditions (“Terms and Conditions”), and such Purchase Orders are subject in all respects to these Terms and Conditions. “Goods(s)” mean the equipment, hardware, Documentation and other materials provided by Supplier to Wi-Tronix under any Purchase Order. “Supplier” shall be the entity or individual listed as the Supplier on the applicable Purchase Order. If Wi-Tronix accepts a Purchase Order initiated by Supplier on a separate form, it is done as an accommodation only and any terms and conditions contained in such form which vary, amend or supplement the terms and conditions of these Terms and Conditions shall be null and void and of no effect.
  2. Acceptance, Rejection of Purchase Orders. Supplier shall confirm to Wi-Tronix the receipt of each Purchase Order issued (each, a “Confirmation”) within two (2) business days following Supplier’s receipt thereof. If Supplier fails to issue a Confirmation within the time set forth in this Section or otherwise commences performance under such Purchase Order, Supplier will be deemed to have accepted the Purchase Order. Wi-Tronix may withdraw any Purchase Order prior to Supplier’s acceptance thereof, without penalty and/or liability.
  3. Cancellation. Orders under any applicable Purchase Order may be cancelled, or deliveries deferred by Wi-Tronix in its sole and absolute discretion, including without limitation if Supplier fails to deliver any of the Goods in accordance with the delivery schedule, if Supplier is unable to supply the entire demand for the Goods or if Wi-Tronix determines that the Goods do not meet Wi-Tronix’s standards of quality and/or specifications. For any Purchase Order cancelled including without limitation cancellation due to a Force Majeure Event, Wi-Tronix shall only be liable to pay the agreed purchase price to Supplier for the Goods that have been delivered and/or accepted by Wi-Tronix pursuant to Sections 9 and 13 below.  Supplier may not cancel any previously accepted Purchase Order hereunder except pursuant to Section 21.
  4. Substitutions. Supplier may not substitute any Goods, or any component of any Good ordered by Wi-Tronix, without Wi-Tronix’s prior written approval of such substitution.
  5. Fees. The Goods shall be sold for the Fees set forth in the Purchase Order. “Fees” means the aggregate of the purchase price and other type of fees or expenses payable by Wi-Tronix under the applicable Purchase Order.
  6. Terms of Payment. Wi-Tronix shall pay all undisputed invoices within thirty (30) days of receipt of an invoice unless otherwise explicitly agreed to in writing. If Wi-Tronix disputes any invoice, the parties agree to work together in good faith to resolve the dispute and the payment of the disputed invoice shall not be due until thirty (30) days after the dispute regarding the invoice is resolved.
  7. Taxes; Tariffs and Duty Recoveries.
    1. In the event Supplier is required to remit and collect from Wi-Tronix any tax, tariff or duty (“Tax”) which is imposed by a governmental authority upon Supplier for the production, sale, shipment or use of the Goods, Wi-Tronix shall pay Tax that is separately stated on Supplier’s invoices(s); provided however, Wi-Tronix may furnish Supplier with exemption certificates acceptable to the governmental authority. Wi-Tronix shall not have any liability for Taxes based on Supplier’s income including, but not limited to, income tax, workers compensation taxes and the like.
    2. Supplier shall separately identify on its invoices any tariffs, duties, import charges, customs-related costs, or similar governmental assessments included in the amounts charged to Wi-Tronix upon reasonable request. Supplier shall use commercially reasonable efforts to identify, evaluate, and pursue any available refunds, rebates, credits, exclusions, drawback recoveries, protest recoveries, reimbursements, offsets, reductions, settlements, or other recoveries relating to tariffs, duties, import charges, customs-related costs, or similar governmental assessments that were charged, passed through, or otherwise included in the price of Goods supplied to Wi-Tronix.
    3. Supplier shall promptly notify Wi-Tronix of any material tariff-related recovery opportunities and any actual receipt or realization of such recoveries attributable to Goods supplied to Wi-Tronix. To the extent Supplier receives, realizes, or becomes entitled to receive any refund, rebate, credit, exclusion benefit, drawback recovery, protest recovery, reimbursement, offset, settlement payment, or other economic benefit attributable to tariff-related costs previously charged, passed through, or otherwise borne by Wi-Tronix, Supplier shall promptly remit or credit to Wi-Tronix the portion reasonably attributable to purchases made by Wi-Tronix. Any such reimbursement or credit shall be provided within thirty (30) days following Supplier’s receipt or realization of the applicable recovery. Supplier shall maintain reasonable records supporting any such recoveries and shall provide reasonable supporting documentation upon Wi-Tronix’s request.
  8. Expenses. Supplier is solely responsible for any expenses incurred by it in connection with the Goods unless otherwise provided in the Purchase Order.
  9. Delivery. Time is of the essence under each Purchase Order. On the Delivery Date, Supplier shall, at Supplier’s expense deliver the Goods to Wi-Tronix at the Delivery Site. On the Delivery Date, Supplier shall also provide Wi-Tronix with all Documentation required to enable Wi-Tronix to properly use and maintain the Goods. “Delivery Date” means the date for delivery according to the schedule agreed to by Wi-Tronix and Supplier in writing and set forth on the Purchase Order. “Delivery Site” means the location(s) to which Supplier shall deliver the Goods, which the parties mutually agree to in writing. “Documentation” means the user, operations and training manuals, marketing materials, proposals, and responses to requests for information or proposals, as well as any specifications reviewed by Wi-Tronix, concerning the relevant Goods. Supplier shall give Wi-Tronix fifteen (15) days advance notice to request any change in the agreed delivery schedule.  Wi-Tronix retains the right to reject deliveries that are not timely made and to cancel any Purchase Order prior to delivery and reject any other future deliveries.
  10. Transfer of Title. Supplier transfers title to the Goods, free and clear of any and all liens, claims, limitations and encumbrances, to Wi-Tronix upon receipt and acceptance of the Goods by Wi-Tronix at the Delivery Site.
  11. Risk of Loss. Notwithstanding any agreement between Wi-Tronix and Supplier concerning transfer of title or responsibility for shipping costs, risk of loss for the Goods shall remain with Supplier until the Goods have been received and accepted by Wi-Tronix at the Delivery Site in accordance with these Terms and Conditions.
  12. Method of Shipping. Except where otherwise expressly specified in a Purchase Order, the carrier used to deliver material shall be the Supplier’s agent, and Supplier shall properly pack, mark and ship goods in accordance with applicable law and industry standards in suitable packages, the nature of which shall be determined by Supplier. Unless otherwise stated on a Purchase Order, Wi-Tronix shall be responsible for any installation of the Goods.
  13. Acceptance of Goods. Wi-Tronix shall visually inspect the goods upon receipt and again during assembly. Wi-Tronix will be entitled to perform Acceptance Testing of the Goods. “Acceptance Testing” will mean the testing performed by Wi-Tronix to determine that the Goods comply with the Documentation, Wi-Tronix requirements and reasonable expectations, including a final test of any Wi-Tronix finished goods in which Supplier Goods are utilized. Wi-Tronix shall give written notice to Supplier of any Supplier Goods found to be nonconforming. Payment by Wi-Tronix of any Fees or other consideration to Supplier or use of the Goods by Supplier prior to acceptance will not constitute Wi-Tronix’s acceptance of the Goods.
  14. Deficiencies. If the Supplier Goods are found to be nonconforming pursuant to Section 13 herein, (a) if due to shortage of the amount of Goods to be delivered, Supplier shall make up the shortage and immediately deliver an amount equal to the shortage or (b) if for failure of any Goods or any portion thereof to pass Acceptance Testing, for example due to defect, Wi-Tronix shall return the nonconforming Goods to Supplier, at Supplier’s expense, whereupon and at Wi-Tronix’s option in its sole discretion, Supplier shall replace the same or refund the Fees paid, including shipping for the nonconforming Goods within five (5) calendar days after receipt of Wi-Tronix’s notice of such failure. Wi-Tronix will re-test the Goods following its receipt of the replaced and/or corrected Goods.  If and when such Goods still fail Acceptance Testing after the relevant corrections have been made, Wi-Tronix may, in its sole discretion: (i) grant Supplier additional time to correct any outstanding deficiencies; or (ii) without prejudice to any of Wi-Tronix’s other rights and remedies under these Terms and Conditions, at law or in equity, immediately terminate the applicable Purchase Order in which event Supplier will promptly arrange for the return of such failing Goods and any related Goods whose use is materially impaired by such failing Goods and Supplier will promptly refund all Fees and other consideration paid by Wi-Tronix to Supplier for such failing and/or impaired Goods hereunder.
  15. Term. The term of these Terms and Conditions commences on the date the first Purchase Order is accepted by Supplier and continues until all Purchase Orders have been completed, cancelled or terminated (“Term”).
  16. Warranty Against Defects. Unless otherwise stated within a Purchase Order, Supplier hereby represents, warrants and covenants that the Goods delivered, the packaging, labeling, Documentation and maintenance thereof pursuant to these Terms and Conditions, will (a) be free of infringement of property rights of third parties, including without limitation any patent, trademark, trade name, copyright, right of publicity or misappropriate any trade secret or license of any other right; (b) be free from defects, latent or otherwise in design, material and workmanship; (c) be of merchantable quality; (d) be of grade and performance in conformity with all specifications, designs, and/or instructions referred to in the Purchase Order and Wi-Tronix’s reasonable expectations, or if applicable, with any specifications provided to and accepted in writing by Wi-Tronix; and/or (e) each Good, and its use as contemplated hereunder, complies and will comply with all applicable laws, rules, regulations, orders of any governmental (including any regulatory or quasi-regulatory) agency and contracts, including encryption laws, and the delivery of each Good and the scope of its use as contemplated under the Purchase Order, these Terms and Conditions is and will be free from restriction by the laws of any country concerning the import or export of hardware products. The warranties set forth herein shall apply for the longer of (i) a period of one (1) year after shipment of the Goods and (ii) assembly and final acceptance of the Goods in which Supplier Goods are utilized.  Supplier shall transfer and assign to Wi-Tronix all of its rights (but not any obligations) under all warranties from equipment or material manufacturers or suppliers, permitted subcontractors or other third parties.
  17. No Conflicts Materials. Supplier represents and warrants that it has in place policies to reasonably assure that its Goods do not contain any materials that contain “Conflict Minerals” pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act. In the event, Conflict Materials are found to be part of any materials within the Goods sold to Wi-Tronix by Supplier, Supplier shall indemnify Wi-Tronix for any and all claims related to the existence of Conflict Minerals in such Goods.  As part of Wi-Tronix commitment to corporate responsibility and respect of human rights in its global supply chain in relation with Conflict Mineral sourcing, it is Wi-Tronix goal to seek to use tantalum, tin, tungsten, and gold in its products that are not determined by the Secretary of State to be financing conflict in the Democratic Republic of the Congo (DRC) or an adjoining country.   Supplier hereby agrees to uphold the same standards.
  18. Certificate of Debarment. Supplier, to the best of its knowledge and belief: (i) are not included on the U.S. Comptroller General’s Consolidated List of Persons or Firms Debarred from federal contracts for violations of various public contracts incorporating labor standard provisions: (ii) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal, state, or local government entity; (iii) have not been convicted under the laws of Illinois or any other state of bribery or attempting to bribe any government officer or employee or have made an admission of guilt of that conduct that is a matter of record but has not been prosecuted for that conduct and/or are not convicted of a felony; (iv) are not presently indicted for, or otherwise criminally or civilly charged by a government entity (federal, state or local) for any reason; or (v) have not, within a three-year period preceding the date of the Purchase Order, had one or more public transactions federal, state or local) terminated for cause or default.  Additionally, Supplier shall not award any lower-tier subcontract to any person or entity listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR § 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p.235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.  Supplier agrees to obtain the same certifications from its subcontractors and otherwise comply with U.S. DOT regulations, Non-procurement Suspension and Debarment, 2 C.F.R. Part 1200.  Supplier shall provide to Wi-Tronix copies of certifications obtained from subcontractors and lower-tier subcontractors, upon request.
  19. Equal Opportunity And Discrimination Clause. Wi-Tronix and Supplier, to the extent they apply, shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a).   To the extent applicable, Supplier shall comply with E.O. 11246, “Equal Employment Opportunity,” as amended by E.O. 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and as supplemented by regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”  Supplier hereby agrees to comply with the terms of the equal opportunity clause provided under 41 CFR § 60–1.4(b), which is hereby incorporated by reference.   These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin and require affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.  Suppler and its personnel shall comply with all applicable labor laws, rules and regulations, including but not limited to, all laws forbidding the solicitation, facilitation or any other use of slavery or human trafficking. To the extent applicable, Wi-Tronix incorporates by reference 29 Code of Federal Regulations (“CFR”) Part 471, Appendix A to Subpart A.
  20. Social Responsibility. Wi-Tronix is committed to integrating economic, societal and environmental sustainability in its operations as a way of doing business.  Wi-Tronix supports carbon emission reduction, circular economy, evaluation of environmental aspects and impacts, waste reduction and community involvement.  In doing business with Wi-Tronix, Supplier agrees to subscribe to principles consistent with Wi-Tronix.
  21. Human Rights. Use of forced, bonded, compulsory labor or any form of modern slavery by the Supplier is strictly prohibited. This includes work or services not voluntarily performed that is exacted or coerced from a person under threat, force, or penalty, or threatened abuse of law or legal process. Supplier is prohibited from engaging in or benefitting from any form of human trafficking. Workers must not be required, as a condition of employment, to make a deposit of, or surrender any government-issued identification, passports, work permits or any other documents necessary for free movement and termination of employment. Supplier will not employ individuals below the minimum age permitted by local law. Supplier shall allow their workers the right to leave work and freely terminate their employment within legal notice period requirements.
  22. Whistleblower Protection. The Supplier acknowledges that it is a contractor within the scope of 41 U.S.C. § 4712, which prohibits the Supplier from taking certain actions against an employee for certain disclosures of information that the employee reasonably believes are evidence of gross mismanagement of this award, gross waste of Federal funds, or a violation of Federal law related to award.The Supplier shall inform its employees in writing of the rights and remedies provided under 41 U.S.C. § 4712, in predominant native language of the workforce.
  23. Drug Free Workplace (49 CFR Part 32). Wi-Tronix is required to maintain a drug-free workplace, which, for purposes of the Purchase Order, means the site for the performance of work done in connection with the project.  As a condition for award of the Purchase Order, Supplier agrees to comply and maintain a drug-free workplace in accordance with the foregoing.  The requirements of this clause must be included in any lower-tier subcontracts involving potential access to the drug-free workplace.  Supplier also agrees to obtain this certification from its subcontractors and otherwise comply with U.S. DOT regulations on Government-wide Requirements for Drug-Free Workplace (Grants), 49 CFR Part 32.
  24. Text Messaging While Driving. Supplier is encouraged to: (1) adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving (i) company-owned or -rented vehicles or Government-owned, leased or rented vehicles; or (ii) privately-owned vehicles when on official Government business or when performing any work for or on behalf of the Government; and  (2) Conduct workplace safety initiatives in a manner commensurate with the size of the business, such as (i) establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and (ii) education, awareness, and other outreach to employees about the safety risks associated with texting while driving.
  25. Federal Laws and Regulations; Federal Funding Requirements (See Exhibit 1). Supplier agrees that Federal laws, regulations, policies, and related administrative practices in place on the date of the Purchase Order was executed and applicable to the performance of the Purchase Order may be modified from time to time.  This clause shall be included in any subcontracts at any tier. To the extent any Purchase Order is funded, in whole or in part, directly or indirectly through a federal grant, cooperative agreement, federal financial assistance award, or other federal funding source, Supplier shall comply with all applicable federal statutes, regulations, executive orders, grant conditions, and flow-down requirements applicable to the Goods, services, or work being provided under such Purchase Order, including any requirements identified in the Purchase Order, statement of work, project documentation, or supplemental flow-down schedules provided by Wi-Tronix.
    1. Flow-Down Obligations. Supplier shall include in all lower-tier subcontracts and purchase orders all provisions required to be flowed down under applicable federal laws, regulations, grant conditions, and funding requirements and shall require its subcontractors to similarly flow down such requirements to all lower tiers.
    2. Additional Federal Requirements. Upon request by Wi-Tronix, Supplier shall execute certifications, representations, acknowledgments, and supplemental flow-down provisions reasonably required to satisfy applicable federal funding requirements.
    3. Conflict. In the event of a conflict between these Terms and any federally required provision applicable to a federally funded Purchase Order, the federally required provision shall control solely to the extent necessary to comply with applicable law, regulation, grant condition, or funding requirement.
  26. Access to Records. The Supplier will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the Purchase Order, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third-party agreements of any type, and supporting materials related to those records. The Supplier agrees to comply with the record retention requirements in accordance with 2 CFR § 200.334. The Supplier shall maintain all books, records, accounts and reports required under this Purchase Order for a period of at not less than three (3) years after the date of termination or expiration of the Purchase Order, except in the event of litigation or settlement of claims arising from the performance of the Purchase Order, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.
  27. Indemnification by Supplier. Supplier, at its expense, will defend any claim or action threatened or brought against Wi-Tronix, any of its officers, directors, employees or authorized agents, consultants or other representatives by any third parties arising out of or related to any claim: (a) arising from the use or incorporation of the Goods; or (b) that any Goods or any portion thereof constitutes an infringement, violation, trespass, contravention or breach of any patent, copyright, trademark, license or other property or proprietary right of any third party, or constitutes the unauthorized use or misappropriation of any trade secret of any third party; or (c) related to Supplier’s negligence or willful misconduct. Wi-Tronix will promptly notify Supplier in writing of any such claim or action and will reasonably cooperate with Supplier in the defense of such claim or action, at Supplier’s expense.
  28. Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations in whole or in part under this Terms and Conditions and/or the Purchase Order due directly or indirectly to any circumstances beyond such party’s reasonable control, including, without limitation, war, terrorism, explosion, terrorism, cyber terrorism, civil commotion, local, regional or global pandemic and/or epidemics, power line failures, the impossibility of obtaining materials, riot, flood, act of God, shortage of transportation, blockade, embargo, court order, governmental action, strike or other labor unrest, fire, damage to or destruction (“Force Majeure Event”). In the event any shipment shall be delayed thirty (30) days or more due to a Force Majeure Event, each party shall have the right by written notice to the other to cancel that shipment.
  29. Power and Authority. Each party represents, warrants and covenants that it has the requisite power and authority to enter into these Terms and Conditions and/or the Purchase Order, and to carry out all activities and transactions contemplated thereunder. Supplier further represents, covenants and warrants to Wi-Tronix that Supplier has and shall have all rights, titles, licenses, permissions and approvals required to sell the Goods to Wi-Tronix.
  30. Limit of Liability. WI-TRONIX’S TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF AND/OR IN CONNECTION WITH THESE TERMS AND CONDITIONS AND/OR PURCHASE ORDER SHALL IN NO EVENT EXCEED THE FEES PAID TO SUPPLIER FOR THE GOODS. IN NO EVENT WILL WI-TRONIX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA AND BUSINESS) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING LIMITATIONS SET FORTH HEREIN SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY WI-TRONIX, ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, WI-TRONIX’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  31. Restrictions and Non-Disclosure. Wi-Tronix’s confidential and proprietary information includes, without limitation, its business plans, business strategies, marketing plans, industry and competitive information, technology, product and proposed product information, pricing and cost arrangements and agreements with distributors, customers, suppliers, licensers and licensees, information relating to its customer base, information concerning employees and financial information. All such confidential and proprietary information shall (a) remain the property of Wi-Tronix, (b) be carefully preserved and maintained by Supplier at its expense, and (c) be promptly returned to Wi-Tronix or satisfactorily accounted for upon completion of this Purchase Order or upon Wi-Tronix’s written demand.
  32. Prohibited Acts. Each of the Parties shall not: (a)  take any action that interferes with the other party’s intellectual property rights, including such other party’s ownership or exercise thereof; (b)  challenge any right, title or interest of the other party in such other party’s Intellectual Property Rights; (c)  make any claim or take any action adverse to such other party’s ownership of its Intellectual Property Rights; (d)  register or apply for registrations, anywhere in the world, the other party’s trademarks or any other trademark that is similar to such other party’s trademark(s) or that incorporates such trademarks in whole or in confusingly similar part; (e)  use any mark, anywhere, that is confusingly similar to the other party’s trademarks; or (g)  alter, obscure or remove any of the other party’s trademark(s) or copyright notices or any other proprietary rights notices placed on the Goods purchased under a Purchase Order, these Terms and Conditions, applicable Supplier Agreement and/or Purchase Schedule (including Goods), marketing materials or other materials.
  33. Relationship of the Parties. The relationship between Supplier and Wi-Tronix is solely that of vendor and vendee and are independent contracting parties. Nothing in a Purchase Order and/or these Terms and Conditions creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the parties.
  34. Entire Agreement; Conflict. In the event that any Goods are ordered by Wi-Tronix from Supplier, these Terms and Conditions and related Purchase Order supersedes in full all prior discussions and agreements (oral or written) between the parties relating the subject matter hereof, and constitutes the entire agreement between the parties, with respect thereto. Notwithstanding the foregoing, the provisions of these Terms and Conditions and applicable Purchase Order will not supersede any provisions of any other written agreement(s) that is currently in effect between the parties that govern the provision of the Goods or services that are the subject of the applicable Purchase Order. In the event the terms specified in a Wi-Tronix Purchase Order conflict with these Terms and Conditions, the specific terms in the Wi-Tronix Purchase Order shall control. In the event these Terms and Conditions conflict with a separate written agreement executed between Wi-Tronix and Supplier, the separate written agreement shall control.
  35. Headings; Modification. Headings, titles, sections, section headings are included solely for convenient reference and do not affect the interpretation of these Terms and Conditions. Purchase Orders and these Terms and Conditions may be modified or supplemented only by a written document signed by an authorized representative of each party.
  36. Assignment and Delegations. Supplier shall not assign any rights or delegate any obligations under these Terms and Conditions without the prior written consent of Wi-Tronix. Any purported assignment or delegation by Supplier in violation of this Section is null and void. These Terms and Conditions are binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.
  37. Further Transfers. Supplier acknowledges that Wi-Tronix may resell, assign or lease the Goods to a third party, and the parties hereto agree that all warranties and other obligations with respect to the Goods shall be passed through to the ultimate end-user of such Goods.
  38. No Implied Waiver. No waiver of any breach or failure or delay in exercising any right, power or remedy of any provision of these Terms and Conditions shall constitute a waiver of the same or any other provision hereof with respect to prior, concurrent or subsequent occurrences and no waiver shall be effective unless made in writing and signed by an authorized representative of the party against whom enforcement of such waiver is sought.
  39. Severability; Cumulative Remedies. The provisions of these Terms and Conditions are severable and the unenforceability of any provision of these Terms and Conditions shall not affect the unenforceability of these Terms and Conditions or any other provision hereof. In addition, in the event that any provision of these Terms and Conditions (or portion thereof) is determined by a court to be unenforceable as drafted, the parties acknowledge that it is their intention that such provision (or portion thereof) shall be construed in a manner designed to effectuate the purpose of such provision to the maximum extent enforceable under applicable law. Subject to the express limitations set forth elsewhere in these Terms and Conditions, all remedies in these Terms and Conditions are cumulative and in addition to and not in lieu of any other remedies available to a party at law or in equity.
  40. Notice. All notices and other communications given or made pursuant to this Agreement must be in writing, sent to the persons designated herein or to such other persons and addresses as the parties may designate from time to time and will be deemed to have been given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.
  41. Governing Law. These Terms and Conditions and all matters arising out of or relating to these Terms and Conditions are governed by, and construed in accordance with, the Laws of the State of Illinois without regard to conflict of law provisions thereof.   Any action related to or arising from these Terms and Conditions shall take place exclusively in the courts situated in Chicago, Illinois and the parties hereby submit to the venue of the courts situated therein. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions and/or Purchase Order.
  42. Survival. Any provision of these Terms and Conditions which, by its nature, would survive termination or expiration of this Agreement will survive any such termination or expiration of this Agreement.

 

 

Exhibit 1 – FEDERAL FUNDING REQUIREMENTS

This Federal Funding Flow-Down Requirements Schedule (“Schedule”) is incorporated into and forms part of the applicable Purchase Order issued by Wi-Tronix, LLC (“Wi-Tronix”) to Supplier. This Schedule applies only to Purchase Orders funded, in whole or in part, directly or indirectly through a federal grant, cooperative agreement, federal financial assistance award, or other federal funding source.

  1. Compliance with Federal Requirement. Supplier shall comply with all applicable federal statutes, regulations, executive orders, agency requirements, grant conditions, and funding requirements applicable to the Goods, services, or work provided under the Purchase Order, including any requirements identified in the Purchase Order, project documentation, statements of work, or funding-related materials provided by Wi-Tronix.
  2. Flow-Down Requirement. Supplier shall include in all lower-tier subcontracts and purchase orders all provisions required to be flowed down under applicable federal laws, regulations, grant conditions, and funding requirements and shall require its subcontractors to similarly flow down such requirements to all lower tiers.

 

  1. Certifications and Cooperation. Supplier shall promptly provide any certifications, representations, disclosures, acknowledgments, reports, records, supporting documentation, or other information reasonably requested by Wi-Tronix in connection with: (a) compliance with federal funding requirements; (b) grant administration and reporting obligations; (c) audits, inspections, investigations, or compliance reviews; (d) verification of domestic preference, Buy America, Build America Buy America, or other domestic sourcing requirements; (e) debarment and suspension verification; (f) labor, wage, workforce, environmental, or nondiscrimination compliance requirements; (g) federal agency inquiries; and (h) any other requirement imposed by applicable law, regulation, grant condition, funding agreement, or governmental authority relating to the Purchase Order. Supplier shall cooperate in good faith with Wi-Tronix in responding to any audit, investigation, inquiry, or compliance review relating to federally funded work performed under the Purchase Order.

 

  1. Project-Specific Federal Requirements.Certain federally funded projects may be subject to agency-specific, grant-specific, award-specific, funding-specific, program-specific, or dollar-threshold-specific requirements that are not expressly set forth in this Schedule. Wi-Tronix may provide additional federal flow-down provisions, certifications, representations, reporting obligations, compliance requirements, wage determinations, domestic sourcing requirements, or other federally required provisions applicable to a particular Purchase Order. Any such requirements identified in the Purchase Order, statement of work, project documentation, funding notice, grant documentation, or other written notice provided by Wi-Tronix shall be deemed incorporated into the applicable Purchase Order and shall be binding upon Supplier. Supplier shall comply with all such additional requirements and shall flow down any applicable provisions to lower-tier subcontractors as required by applicable law, regulation, grant condition, or funding requirement.

 

  1. Without limiting the foregoing, Supplier shall comply with the following requirements to the extent applicable to the Purchase Order:

 

  1. Federal Acquisition Regulation Clauses Incorporated by Reference. The following clauses from the Federal Acquisition Regulation (“FAR”), 48 C.F.R. Chapter 1, as applicable and as in effect on the date of the Purchase Order, are incorporated by reference into these Terms and Conditions. The full text of the below clauses is available at http://www.acquisition.gov/far. Unless the context requires otherwise, in the text of the below clauses the term “Contractor” means “Supplier” and the terms “Contracting Officer” and “Government” mean “Wi-Tronix”: (a) Contractor Code of Business Ethics and Conduct (FAR 52.203-13); (b) Utilization of Small Business Concerns (FAR 52.219-8); (c)Equal Opportunity (FAR 52.222-26); (d) Equal Opportunity for Veterans (FAR 52.222-35); (e) Affirmative Action for Workers with Disabilities (FAR 52.222-36); (f) Notification of Employee Rights Under the National Labor Relations Act (FAR 52.222-40) (applies only if value of order exceeds $10,000 and will be performed wholly or partially in the United States); and (g) Combating Trafficking in Persons (FAR 52.222-50).

 

  1. Equal Employment Opportunity – Except as otherwise provided under 41 C.F.R. Part 60, this Contract and all Subcontracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. Part 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

 

 

  1. Rights to Inventions Made Under a Contract or Agreement – If the Federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2 (a) and the Contract hereunder is with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” Supplier shall comply with the requirements of 37 C.F.R. Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

 

  1. Debarment and Suspension (Executive Orders 12549 and 12689) – A contract award (see 2 C.F.R. § 180.220) shall not be made to parties listed on the government-wide exclusions in the System for Award Management (“SAM”), in accordance with the OMB guidelines at 2 C.F.R Part 180 that implement Executive Orders 12549 (3 C.F.R. part 1986 Comp., p. 189) and 12689 (3 C.F.R. part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. The Supplier certifies that it is not presently suspended, debarred, proposed for debarment or otherwise excluded by the federal government, and that should the Supplier become suspended, debarred, proposed for debarment or otherwise excluded by the federal government, the Supplier shall immediately notify Wi-Tronix.

 

 

  1. Procurement of Recovered Materials – Supplier shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
  2. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment – Suppliers pursuant to a Federal award are prohibited from obligating or expending Federal funds to: (1) Procure or obtain; (2) Extend or renew a contract to procure or obtain; or (3) Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). This prohibition extends to: (1) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities), (2) telecommunications or video surveillance services provided by such entities or using such equipment, and (3) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. For more information on this prohibition see Public Law 115-232 and 2 C.F.R. §§ 200.216, 200.471.

 

  1. Domestic Preferences for Procurements – Supplier shall comply with all applicable domestic preference, Buy America, and domestic sourcing requirements applicable to the Purchase Order. For purposes of such requirements, (1) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. Federal agencies providing Federal financial assistance for infrastructure projects must implement the Buy America preferences set forth in 2 CFR part 184.

 

 

  1. Buy America – Supplier shall and shall cause each of its subcontractors, to comply with the Buy America provisions set forth in 49 U.S.C § 22905(a) for the work of the Purchase Order, which requires that steel, iron, and manufactured goods used in this project be produced in the United States.  Section 22905 requires that steel, iron and manufactured goods used in the project are produced in the United States.  For construction materials used in the project, the Supplier agrees to comply with the Buy America provisions set forth in § 70914 of the Build America, Buy America Act, Pub. L. No. 117-58, div. G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021), and 2 CFR § 184.6.  Section 70914 and Section 184.6 require that construction materials used in the project are produced in the United States.

 

  1. Compliance with Law – Supplier warrants and agrees that all goods and/or services delivered under this contract shall be produced, sold and delivered in compliance with and conforming to all applicable federal, state, and local laws, government and executive orders, rules and regulations, and that the prices of such goods are not in excess of any applicable price established by law or governmental regulation. Supplier shall furnish to Wi-Tronix upon request certificates or other evidence showing compliance with this Article. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, or any other party pertaining to any matter resulting from the contract. Supplier acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract.

 

  1. Document Retention and Access to Records. The Supplier shall retain all required records for a minimum of three (3) years after receiving final payments and all other pending matters are closed. Records to be retained include but are not limited to financial records, supporting documentation, indirect cost rate computations or proposals, cost allocation plans, any similar accounting computations, and statistical records. This right also includes timely and reasonable access to the Supplier’s personnel for the purpose of interview and discussion related to such documents. The records must be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken if any litigation, claim, or audit is started before the expiration of the three-year period.  Any records for property and equipment acquired with the support of Federal funds must be retained for three years after final disposition. At any time during the retention period, Wi-Tronix may request the transfer of records to its custody from the Supplier if it determines that the records possess long-term retention value. At the conclusion of the retention period, under no circumstances will Supplier dispose of or destroy any required records before obtaining the written approval of Wi-Tronix.  Supplier must provide Wi-Tronix sixty (60) days written notice of its request to destroy any required records. Wi-Tronix reserves the right to have copies of all such documents produced for Wi-Tronix and at Wi-Tronix’s expense, prior to Supplier’s disposal or destruction of such documents.

 

  1. Applicable Based on Dollar Value (applicability in bold and italicized text):

 

  1. Davis-Bacon Act, as amended (40 U.S.C. §§ 3141–3148) – All prime construction contracts in excess of $2,000 will comply with the Davis-Bacon Act (40 U.S.C. §§ 3141-3144 and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, Supplier is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor.
  2. Contract Work Hours and Safety Standards Act (40 U.S.C. §§3701–3708) – Where applicable, the contract and subcontracts in excess of $100,000 that involve the employment of mechanics or laborers shall include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. Part 5).
  3. Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352) – The Supplier who applies or bids for an award exceeding $100,000 must, upon acceptance of the contract certify their compliance with the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352) and New Restrictions on Lobbying (49 CFR Part 20). Supplier (and, if required, each lower-tier subcontractor) must certify, upon request, that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or any employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. § 1352 and 49 CFR Part 20.  Supplier shall disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.

 

  1. Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act (33 U.S.C §§ 1251-1387). For Purchase Orders in excess of $150,000, Supplier shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§ 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251-1387).  Among other requirements, Supplier shall not use any violating facilities and shall report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities.”
  2. Anti-Kickback Act (40 U.S.C. 3145). For all Purchase Orders in excess of $2,000 for construction or repair, Supplier shall comply with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145) as supplemented by Department of Labor Regulations (29 CFR Part 3, “Contractors and Subcontractors Copeland contractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”).  When applicable, the act provides that the Supplier (including any subcontractors) is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.
  3. Clean Air Act (42 U.S.C. §§ 7401–7671) and the Federal Water Pollution Control Act (33 U.S.C. §§ 1251–1387) – The contract and subcontracts in excess of $150,000 require compliance with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
  4. Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701-3708). To the extent applicable, Supplier must comply with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. § 3702 of the Act, Supplier shall compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

The following federal statutes, regulations, executive orders, agency requirements, grant conditions, and funding requirements may apply to the Purchase Order depending upon the nature of the work, funding source, contract value, and applicable law. Supplier shall comply with those requirements applicable to its performance under the Purchase Order. The inclusion of a statute, regulation, or executive order in the list below shall not be construed as creating obligations beyond those otherwise applicable by law or funding requirement.

  1. Federal Fair Labor Standards Act – 29 U.S.C. § 201 et seq.
  2. Hatch Act – 5 U.S.C. § 1501 et seq.
  3. Age Discrimination Act of 1975 – 42 U.S.C. § 6101 et seq.
  4. American Indian Religious Freedom Act, as amended – P.L. 95-341
  5. Sections 523 and 527 of the Public Health Service Act of 1912, as amended – 42 U.S.C. §§ 290dd–290dd-2
  6. Single Audit Act of 1984 – 31 U.S.C. § 7501 et seq.
  7. Americans with Disabilities Act of 1990 – 42 U.S.C. § 12101 et seq.
  8. Title IX of the Education Amendments of 1972, as amended – 20 U.S.C. §§ 1681–1683 and §§ 1685–1687
  9. Section 504 of the Rehabilitation Act of 1973, as amended – 29 U.S.C. § 794
  10. Title VI of the Civil Rights Act of 1964 – 42 U.S.C. § 2000d et seq.
  11. Limitation on Use of Appropriated Funds to Influence Certain Federal Contracting and Financial Transactions – 31 U.S.C. § 1352
  12. Freedom of Information Act, as amended – 5 U.S.C. § 552
  14. Section 4(f) of the Department of Transportation Act of 1966, 49 U.S.C. § 303
  15. The Federal Funding Transparency and Accountability Act of 2006, as amended (Pub. L. 109-282, as amended by Section 6202 of Public Law 110-252)
  16. Cargo Preference Act of 1954 – 46 U.S.C. § 55305
  17. Section 889 of the John D. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. 115-232
  18. Grant Conditions – 49 U.S.C. § 22905
  19. Build America, Buy America Act – Pub. L. No. 117-58, div. G, tit. IX, subtit. A, 135 Stat. 429, 1298

 

EXECUTIVE ORDERS

  1. Executive Order 12372 Intergovernmental Review of Federal Programs
  2. Executive Order 12549 Debarment and Suspension
  3. Executive Order 14005 Ensuring the Future is Made in All of America by All of America’s Workers
  4. Executive Order 14025 Worker Organizing and Empowerment
  5. Executive Order 14149 Restoring Freedom of Speech and Ending Federal Censorship
  6. Executive Order 14154 Unleashing American Energy
  7. Executive Order 14168 Defending Women from Gender Ideology Extremism and Restoring Biological Truth to the Federal Government
  8. Executive Order 14173 Ending Illegal Discrimination and Restoring Merit-Based Opportunity

 

GENERAL FEDERAL REGULATIONS

  1. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards – 2 CFR Parts 200, 1201
  2. Non-procurement Suspension and Debarment – 2 CFR Parts 180, 1200
  3. Investigative and Enforcement Procedures – 14 CFR Part 13
  4. Procedures for predetermination of wage rates – 29 CFR Part 1
  5. Contractors and subcontractors on public building or public work financed in whole or part by loans or grants from the United States – 29 CFR Part 3
  6. Labor standards provisions applicable to contracts governing federally financed and assisted construction (also labor standards provisions applicable to non-construction contracts subject to the Contract Work Hours and Safety Standards Act) – 29 CFR Part 5
  7. Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor (Federal and federally assisted contracting requirements) – 41 CFR Parts 60 et seq.
  8. New Restrictions on Lobbying – 49 CFR Part 20
  9. Nondiscrimination in Federally Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964 – 49 CFR Part 21, including any amendments thereto
  10. Uniform relocation assistance and real property acquisition for Federal and Federally assisted programs – 49 CFR Part 24
  11. Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance – 49 CFR Part 25
  12. Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance – 49 CFR Part 27
  13. DOT’s implementation of DOJ’s ADA Title II regulations compliance procedures for all programs, services, and regulatory activities relating to transportation under 28 CFR Part 35
  14. Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department of Transportation – 49 CFR Part 28
  15. Denial of public works contracts to suppliers of goods and services of countries that deny procurement market access to U.S. contractors – 49 CFR Part 30
  16. Governmentwide Requirements for Drug-Free Workplace (Financial Assistance) – 49 CFR Part 32
  17. DOT’s implementing ADA regulations for transit services and transit vehicles, including the DOT’s standards for accessible transportation facilities in Part 37, Appendix A – 49 CFR Parts 37 and 38
  18. Environmental Impact and Related Procedures – 23 CFR Part 771
  19. Procedures Implementing Section 4(f) of the Department of Transportation Act – 23 CFR Part 774