Thank you for shopping Phonewire.com. If you’re not completely satisfied with your purchase, we’ll gladly provide an exchange or refund your purchase price for items returned in their original condition within 20 days of your purchase date (excluding installation costs, return shipping charges, discounts, shipping and handling charges, and any separate fees or services/subscriptions). Equipment provided or purchased as part of term agreement will have different return, exchange, and refund policies. In cases of contract or third-party transaction, please refer to that agreement and/or Terms and Conditions for all and any appropriate rights and rules.
To return an item, an RMA number must be requested. You must request the RMA number, confirmation of return authorization, and instructions.
Returns received in our warehouse will be processed within 10 business days. Refunds typically reflect in your account within 5 business days after your return is processed. Phonewire will not be responsible for loss or damage of return shipments. A refund will be issued as a credit to your original form of payment for the full purchase price (excluding installation costs, return shipping charges, discounts, shipping and handling charges and any separate fees).
Items received damaged or defective can be exchanged by contacting our customer support team by e-mail or phone. Provide us with your name, business name, e-mail address, telephone number and details of your exchange request, including your order number. Expect one of our customer support team members to respond within 24 hours.
Phone: 1 (877) 877-9473
Email: [email protected]
Hours: Mon – Fri 9:00AM to 5:00PM Central Time Zone
TERMS AND CONDITIONS
1. Acceptance. Seller’s acceptance of all orders, by any means including oral, fax, e-mail, or electronic using Seller’s website, is expressly conditioned upon Buyer’s consent, either express or implied, to these terms and conditions. Seller will not accept, and hereby rejects, any other terms and conditions (whether written or oral) originating from Buyer that attempt to modify, add to, or otherwise change the terms and conditions stated herein. Buyer’s acceptance of these terms and conditions may be made, in addition to any other act that constitutes acceptance by law, by any of the following: (a) Buyer’s signature of Seller’s Customer Application, (b) Buyer’s written acknowledgment or other act or expression of acceptance, (c) Buyer’s acceptance of shipment from Seller, or (d) Buyer’s payment for any Products.
For shipment outside the US, title to the Products shall pass to Buyer at the time the Products are loaded on a truck at Seller’s dock or when delivered to Buyer’s representative at Seller’s facility. All risk of loss, damage, theft or destruction passes to Buyer at Seller’s dock or when delivered to Buyer’s representative at Seller’s facility. No such loss, damage, theft or destruction to the Products, in whole or in part, shall impair the obligations of Buyer under this agreement, all of which shall continue in full force and effect. Buyer, at its expense, will make and negotiate any claims against any carrier, insurer, customs broker, freight forwarder or customs collector. Any loss occasioned by damage in transit will be for Buyer’s account and claims for such loss shall be made solely against the carrier. All brokerage fees, duties, taxes and import fees are the responsibility of the Buyer. All shipments to be made hereunder shall at all times be subject to the approval of Seller’s credit department.
3. All claims for damages or shortages of Products or Rejection of Products must be made by Buyer to Seller and Freight Carrier in writing within twenty four (24) hours of receipt of Products and must state in reasonable detail the reason for the rejection or the amount of the alleged damage or shortage. Unless such notice is given within such twenty-four hour period, Buyer is conclusively presumed to have fully inspected the Products with no claim for damages, shortages or grounds for rejection. Packages showing severe external damage at the time of delivery should be refused with refusal notice made to Seller. Minor damage or shortage at the time of delivery must be noted on the freight shipping ticket, signed and dated by the driver. Seller recommends to save all packing slips, boxes and packing material until the dispute is completely resolved.
4. To secure payment for all purchases from Phonewire, Inc. now and in the future, Buyer hereby grants Phonewire, Inc. a security interest in all of Buyer’s now existing or hereafter created or arising personal property including, without limitation, all inventory, equipment, accounts, chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all fixtures, commercial tort claims, securities, supporting obligations and any and all proceeds of the foregoing. Buyer hereby authorizes Seller to prepare and file any financing statement as necessary under the UCC (PPSA Canadian customers). Buyer further agrees to promptly execute any other documents requested by Seller such as a security agreement, in order to protect Seller’s security interest. Upon any default by Buyer of any of its obligations to Seller, Seller shall have all the rights and remedies of a secured party under the Uniform Commercial Code (or PPSA Canadian customers), which rights and remedies shall be cumulative and not exclusive.
5. Payment. Unless otherwise agreed in a writing signed by Seller, all purchases on credit terms must be paid in accordance with Seller’s normal terms of sale, which are net thirty (30) days from invoice date and in payable in USD only. All past due amounts are subject to a one and a half percent (1.5%) monthly financing charge or the highest interest rate permitted by law, whichever is lower. All drafts dishonored for any reason shall be assessed a thirty dollar ($30.00) service charge. Buyer may not use anticipated credit memos before Seller issues the credit on account. Payment using an anticipated credit memo before Seller has issued credit will be considered a short payment and may result in delayed shipments. Seller does not issue refunds. Credit memos must be used on current outstanding balances or future purchases. In the event that Buyer utilizes a credit card to purchase Products, Buyer agrees to not unnecessarily dispute such charges and further agrees to use best efforts to resolve any good faith dispute. Seller has no continuing obligation to deliver Products on credit. Seller may extend credit to Buyer for purchasing Products to the extent Buyer may be eligible under the applicable Seller’s programs and consistent with Buyer’s credit capability, as determined by Seller from time to time in Seller’s discretion.
6. Returns. The terms for all Product returns are limited to those set forth in Seller’s DOA and Non-DOA Return Policy which outline return merchandise authorization (“RMA”) policies and procedures and are located on Seller’s website and in Seller’s catalog and may be modified in any manner and at any time by Seller. Requests for RMA are to be made on the Seller’s website. All returns must be placed in shipping box along with RMA Packing List from Seller and clearly marked externally with the RMA number. All returns are subject to product replacement or credit only. The time period allowed for returns are determined by manufacturers of the Products and are listed in Seller’s Website (RMA Guidelines). Any shipment made to seller without an RMA number will be refused. Seller is not responsible for any items shipped to Seller without prior authorization.
7. No Warranties by Seller. Product warranties, if any, are provided by the manufacturer or publisher of the Products. SELLER MAKES NO WARRANTIES EXPRESS OR IMPLIED OF ANY KIND WITH REGARD TO THE PRODUCT. SELLER DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. Buyer shall be in default under this agreement upon the happening of any of the following events or conditions: (a) default by Buyer on payment of any installment, invoice, bill or any other indebtedness or obligation now or hereafter owed by Buyer to Seller, (b) default in the performance of any obligation, covenant or liability contained in this agreement or any other agreement or document between Buyer and Seller, (c) any inaccuracy with respect to any warranty, representation or statement made or furnished by Buyer, (d) dissolution, termination of existence, insolvency, business failure, or discontinuance of Buyer’s business or the appointment of a receiver for any part of the property of, or assignment for the benefit of creditors by, Buyer or the commencement of any proceedings under any bankruptcy reorganization or arrangement laws by or against Buyer or the attachment, levy, seizure or garnishment of any of Buyer’s property, rights, assets (contingent or otherwise) including the Products, or (e) any change in control of the ownership or management of Buyer, unless prior to the occurrence of such change of control Seller shall have been notified in writing and Buyer shall have obtained Seller’s prior written approval prior to such change in control.
9. Seller Remedies. Upon the occurrence of any event of default or any time thereafter, Seller may in its sole discretion, in addition to any other remedy available to Seller at law or in equity, at its option and without notice to Buyer, exercise one or more of the following remedies: (1) declare immediately due and payable all outstanding invoices under this or any other contract and demand or, without demand, sue for amounts then due or thereafter accruing under the invoice or under any other invoice, bill or other document evidencing Buyer’s indebtedness to Seller, (2) suspend deliveries as to any or all Products, (3) to the extent permitted by law, take possession of the Products wherever found and for this purpose enter upon any premises of Buyer and remove the Products, without court order or other process of law, without any liability for damages, suit, action or other proceeding by Buyer as a result of such entry and/or removal, (4) cause Buyer, at its expense, to promptly return the Products to Seller in good, like-new condition, (5) sell the Products, or any part thereof at public or private sale (for cash or credit) at such time or times as Seller shall determine, free and clear of any rights of Buyer, and if notice thereof is required by law, any notice in writing of any such sale by Seller to Buyer not less than ten days prior to the date thereof shall constitute reasonable notice thereof to Buyer, and (6) exercise any and all rights accruing to Seller under any applicable contract or law, including all rights and remedies accorded to sellers and secured parties under the Uniform Commercial Code. In the event of any default on the part of Buyer hereunder, Buyer shall pay any and all collection costs, including reasonable attorneys’ fees and costs, incurred by Seller. No right or remedy conferred upon or reserved to Seller by this agreement shall be exclusive of any other right or remedy provided herein or by law. All rights or remedies conferred upon Seller by this agreement and by law shall be cumulative and in addition to any other right or remedy available to Seller.
10. This Website and its contents are provided for your convenience only. Although Phonewire has attempted to provide accurate information on this Website, it assumes no obligation or responsibility regarding the accuracy of the information whatsoever. Phonewire may change the contents available on this Website or the products mentioned at any time without notice. All information provided on this website is provided on “as is” basis without warranties, guarantees or representations of any kind. Phonewire hereby expressly disclaims, to the fullest extent permitted by law, all express, implied, statutory or other warranties, guarantees or representations, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
11. Links to Third Parties. Although links to third party Websites may be contained in this Website for your convenience, Phonewire shall not be responsible for any content of any such Websites. You might need to review and agree to applicable rules of use when using such Websites. In addition, a link to third-party Website does not imply that Phonewire endorses the site or the products or services referenced therein.
12. Confidential and Proprietary Information. Each party acknowledges that all non-public information, disclosed as a result of performance of these terms and conditions whether tangible or intangible shall be deemed “Confidential and Proprietary Information”. Each party agrees not to disclose or use such information except in connection with these terms and conditions or as required by law. Each party agrees to notify the other part of any subpoena or court order compelling disclosure of information.
13. Indemnification. Buyer agrees to indemnify and hold Seller and their officers, directors, servants, employees, agents and advisors harmless from and against any and all claims, damages, costs, expenses (including, but not limited to, reasonable attorneys’ fees and costs) or liabilities that may result, in whole or in part, from any third party using the Products provided under this agreement. Any defense provided hereunder shall be by counsel of Seller’s choice.
14. Limitation of Liability. In the event that a Product’s malfunction leads to damage or injuries to the Products, to Buyer’s business, the end-user’s business, to other equipment, or residence, or to employees or to other persons, Seller shall not be liable for such damages or injuries. Notwithstanding the foregoing, Buyer understands and agrees that if Seller is found liable for any loss or damage, Seller’s liability shall be limited to the price paid for such Products, and this liability shall be exclusive. Buyer understands and agrees that the provisions or this section shall apply if loss or damage, irrespective of cause or origin, results directly or indirectly to persons or property, from performance or non-performance of any of Seller’s obligations or from negligence, active or otherwise, of Seller, or its agents, servants, assignees or employees. IN NO EVENT SHALL SELLER BE LIABLE FOR AMOUNTS REPRESENTING INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, AND HOLD HARMLESS BUYER FROM AND AGAINST ANY OR ALL DAMAGES AND COSTS INCURRED BY BUYER ARISING FROM THE INFRINGEMENT OR VIOLATION OF ANY PATENTS, TRADEMARKS, COPYRIGHTS OR OTHER PROPRIETARY RIGHTS BY ANY PRODUCTS.
15. Neither Phonewire nor any of its affiliates, subsidiaries, directors, agents, employees or other representatives shall be liable for any direct, indirect, special, incidental, consequential, punitive, and/or exemplary damages including without limitation, loss of profits or revenues, loss of data, and/or loss of business, in connection with this Website or the use of or inability to use this Website or reliance on the contents contained herein, even if Phonewire is advised of the possibility of such damages.
16. This agreement and all rights, obligations and performance hereunder may not be assigned by Buyer without prior written consent of Seller
17. Waiver. No delay or omission by Seller to exercise any right or power shall impair any such right or power or be construed to be a waiver thereof. A waiver by Seller of any term, condition or agreements to be performed by Buyer or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other term, condition or agreement herein contained. No change, waiver, or discharge hereof shall be valid unless presented in writing to Seller and signed by an authorized representative of Seller.
18. Severability. If any section, term, condition or portion of this agreement shall be found to be illegal or void as being against public policy, it shall be stricken and the remainder of this document shall stand as the original.
19. Force Majeure. Seller shall not be liable for failure to perform or delays in performance caused by acts of God; war (declared or undeclared), riot or act of terrorism; fire, explosions or floods; strikes, work stoppages, slow-downs, or other labor difficulties; shortage of vehicles, fuel, power, material or labor; embargo or delay in transportation; accidents; compliance with any order or request by a government agency or official thereof; or any other event or contingency beyond its reasonable control. In the event of the occurrence of any of the foregoing, the time for performance shall be extended for such time as may be reasonably necessary to enable Seller to perform. Seller, may, during any period of shortage due to any of the above contingencies, allocate its available supply of Goods among itself and its customers in such manner as Seller, in its reasonable judgment, deems fair and equitable.
20. This agreement shall be construed and enforced in accordance with the laws of the State of Missouri without regard to the conflicts of law provisions thereof. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS, IF OTHERWISE APPLICABLE. All claims, actions, disputes, controversies or suits shall be litigated exclusively in the federal courts in Missouri, or the state or local courts located the County of St. Louis, in the state of Missouri. Each party specifically consents to service of process by and the jurisdiction of and venue in those courts and Buyer, if not a resident of the United States, hereby appoints the Secretary of State of Missouri as its agent for service of process in the United States.
21. The parties intend this agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and thereof, and (b) are binding on the parties hereto, their successors and permitted assigns. No course of prior dealing or usage of trade shall be relevant to amend or interpret this agreement. This agreement may not be changed modified or amended except by an instrument in writing signed by both Seller and Buyer.
All sales made by Phonewire, Inc. (“Seller”) to the Buyer (“Buyer”) are expressly conditioned on Buyer’s acceptance of the following terms and conditions. Seller will not be bound by any terms of Buyer’s Purchase Order or other acknowledgement form that are inconsistent with the terms herein. These terms and conditions may only be amended or waived in writing signed by an authorized representative of Seller. Neither Seller’s commencement or performance nor delivery shall be deemed or construed as acceptance of Buyer’s additional or different terms and conditions.
Order and Order Acceptance
All orders for Products shall be made by written purchase order sent to Seller, or by fax, email, or via the web. All purchase orders shall reference these terms and conditions. No purchase order shall be binding upon Seller until accepted in writing by Seller, and Seller shall have no liability to Buyer with respect to purchase orders that are not accepted. Buyer shall submit purchase orders to Seller in accordance with Seller’s lead times then in effect. Once Seller accepts a purchase order, a Sales Order will be issued.
Requests for Quotes can be sent to Seller by fax, email, or via the web. Seller will issue quotes in writing to Buyer based on current pricing and availability. Quotes are not binding upon the Seller. A quote is not an offer. Phonewire reserves the right to retract any quote for any reason.
All quoted pricing is valid for 30 days from the issuance of quote. If the shipment date of the products is not within 30 days of the date of the Sales Order, all prices set forth herein are subject to adjustment by Seller in accordance with its pricing policies in effect at the time of shipment. The price on the website or in the current catalog supersedes any previous website or catalog pricing. To the extent the price on the website differs from catalog pricing, the price on the website shall prevail. All prices are subject to change without notice.
Sales and Similar Taxes
Quoted pricing does not include any federal, state or local taxes, assessments or duties. Buyer shall promptly pay the amount of any present or future sales, use, or other similar tax (and all applicable interest or penalties) applicable to the sale of the Products hereunder, whether such amount is specified in the Sales Order, subsequently determined or recalculated. In lieu thereof, Buyer shall provide Seller with a tax exemption certificate acceptable to the taxing authorities.
Unless otherwise specified by Seller, payment terms are Prepaid. Buyer will pay Seller’s reasonable attorneys’ fees incurred in collecting past due amounts owed. Any dispute arising out of or related to the Sales Order shall be brought exclusively in the courts of the State of Missouri, and Missour law should govern the sales transaction. Any balances which are unpaid after thirty (30) days are subject to a one and a half percent (1.5%) interest charge per month, or the maximum amount permissible by law, whichever is greater.
After acceptance by the Seller, the Buyer’s order is not subject to cancellation, change, reduction in amounts, or suspension or delay of shipment, except with the Seller’s written consent. Cancelled orders consented to by the Seller are subject to cancellation charges, based upon all expenses incurred by the Seller up to the time of cancellation. This includes excess inventory of stock items that have been specifically allocated to the Buyer and exceed normal Seller inventory levels for a period. Seller may cancel the order in the following cases: the Seller’s costs have exceeded selling price to Buyer; the Seller is unable to provide product due to factors beyond the Seller’s control.
If shipments are delayed by Buyer, payment shall become due on the date when Seller is prepared to make shipment unless otherwise agreed to in writing by Seller at time of incident. Products held for the Buyer shall be at the risk and expense of the Buyer.
Specifications Provided By the Buyer
Buyer shall indemnify, defend, and hold Seller, and its subsidiaries and affiliates, and their respective officers, directors and employees, harmless from any liabilities and expenses, including reasonable attorneys’ fees, to the extent resulting from a claim alleging that any Product sold by Seller infringes the copyright, trademark, patent, trade secret or other intellectual property right of a third party due to specifications or requirements provided by Buyer.
Buyer at any time, by a written order, may request changes within the general scope of this contract; however, no changes are effective without written consent of Seller. If any such changes cause an increase or decrease in the cost of, or the time required for, any part of the work hereunder, an equitable adjustment shall be made by Seller by written Sales Order amendment to the price or delivery schedule, or both.
Suspension of Work
Seller agrees to use its best efforts to meet scheduled delivery requirements. Seller shall not be liable for any delay in performance or in the shipment or delivery of goods or for any damages or excess costs suffered by Buyer by reason of such delay, if such delay is beyond the Seller’s and/or the Seller’s subcontractors or suppliers reasonable control. Such causes may include, but are not limited to, the direct or indirect result of, by, or in any manner arising from, fires, floods, epidemics, quarantine restrictions, accidents, civil unrest, war, acts of God, acts of the public enemy, acts of the Government in either its sovereign or contractual capacity, Governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials, supplies, transportation and/or weather delays, or any other cause or causes similar in nature to any of those specified herein. Seller will, within a commercially reasonable time, notify Buyer of any schedule delay.
Delivery, Shipment, and Acceptance
All Products are shipped F.O.B. shipping point or Ex-Works from origin, unless otherwise specified. Buyer is responsible for any loss or damage to shipments after Seller has delivered the Products to any common carrier. Seller shall use reasonable efforts to deliver Products at the times specified in the Sales Order, provided, however, that all delivery dates are estimates and deliveries may be made in installments. All Products delivered will be packaged in accordance with Seller’s standard practice or mutually agreed upon method and include itemized packing slips. Buyer shall accept or reject Products, including “Custom” products, as promptly as feasible, but in any event within thirty (30) days after receipt, for failure to substantially conform to Seller’s published specifications. If Buyer fails to notify Seller in writing of its rejection and reasons thereof within such period, Buyer shall be conclusively deemed to have irrevocably accepted the Products.
- If the products are manufactured specifically for Buyer (“Custom” order), Seller can deliver between 90% and 110% of the total order quantity of each product being ordered.
LIMITED WARRANTY – IMPORTANT (AS STATED IN SELLER’S WEBSITE):
OTHER THAN AS EXPRESSLY SET FORTH HEREIN OR AS CONTAINED IN ANY EXPRESS WRITTEN WARRANTIES PROVIDED WITH PRODUCTS AT DELIVERY AND TO THE EXTENT PERMITTED BY LAW, THE SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE. SELLER SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE USE OR PERFORMANCE OF THE PRODUCTS. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ITS CUSTOMERS FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES RESULTING FROM LOSS OF USE, INTERRUPTION OF BUSINESS, OR LOST PROFITS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY TO BUYER AND ITS CUSTOMERS EXCEED THE AMOUNT PAID FOR PRODUCTS PURCHASED UNDER THIS AGREEMENT IN THE PRIOR 6 MONTHS.
IN THE CASE OF CONSUMER BUYERS, THE DURATION OF ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS LIMITED TO THE DURATION OF THE EXPRESS WARRANTIES PROVIDED IN THE APPLICABLE LIMITED WARRANTY.
Notice to Consumer Buyers: Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
a) Seller shall control the disclosure of and access to technical data, information and other items to be delivered under this Sales Order and Buyer acknowledges that certain U.S. export control laws and regulations may apply to the performance of this Sales Order, including but not limited to the International Traffic in Arms Regulations (ITAR) (22 CFR 120, et seq.), the Export Administration Regulations (EAR) (15 CFR 730-774), and regulations of the Bureau of Alcohol, Tobacco, and Firearms (BATF) (27 CFR 447, et seq.) (collectively, the “Export Control Laws”). Buyer shall at all times comply with all applicable Export Control Laws.
b) Information furnished to Buyer under this Sales Order may contain technical data, as defined in the ITAR Part 120.10 (22 CFR 120.10). Buyer shall not export, disclose, or transfer any such technical data, relating to export controlled items appearing on the U.S. Munitions List (USML) in the ITAR Part 121 (22 CFR 121), to any foreign person (whether in the United States or abroad), as defined in the ITAR Part 120.16 (22 CFR 120.16), without first complying with all relevant requirements of ITAR Parts 120-130 (22 CFR 120-130). This includes, but is not limited to the requirement for obtaining any written export authorization from the U.S. Department of State, Office of Defense Trade Controls (ODTC), or otherwise making and documenting the determination that an ITAR licensing exception or exemption applies, as the case may be. A downloadable copy of the ITAR is accessible at the ODTC website at www.pmddtc.state.gov.
c) Buyer shall not export, temporarily import, re-export or retransfer any defense articles or export defense services to a foreign person in the U.S. or abroad without complying with all relevant requirements of ITAR Parts 120-130 (22 CFR 120-130), including the requirement to obtain any written export, temporary import or re-export or retransfer authorization from ODTC, or otherwise make and document the determination that an ITAR licensing exception or exemption applies, as the case may be.
d) Buyer is further advised that if it engages in the United States in the business of either manufacturing or exporting defense articles as defined in ITAR 120.6 (22 CFR 120.6) or defense services as defined in the ITAR Part 120.9 (22 CFR 120.9), then Buyer is required by the ITAR Part 122 (22 CFR 122) to register with the ODTC using forms accessible at the ODTC website at www.pmddtc.state.gov. Manufacturers of defense articles who do not engage in exporting of same must nevertheless register with ODTC. Registration does not by itself confer export rights or privileges, but is generally a precondition to the issuance of any license or other approval by ODTC. Upon request by Seller, Buyer shall provide to Seller adequate proof of such registration or demonstrate that the registration is unnecessary or that an exception or exemption to such registration requirement applies to the Buyer.
e) In addition to the foregoing ITAR requirements, information furnished to Buyer under this Sales Order may contain technical data, as defined in the EAR Part 772 (15 CFR 772) relating to export controlled items appearing on the Commerce Control List (CCL) in the EAR Part 774 (15 CFR 774). Buyer shall not export out of the U.S. or to a foreign national in the U.S., as defined in the EAR Part 772 (15 CFR 772), any such technical data without complying with all relevant requirements of the EAR Parts 730-774 (15 CFR 730-774), including the requirement to obtain any written export authorization from the U.S. Commerce Department, Bureau of Industry and Security (BIS), or to otherwise make and document the determination that a licensing exception or exemption applies, as the case may be. A downloadable copy of the EAR is accessible at the BIS website at https://www.bis.doc.gov/.
f) Buyer shall not export out of the U.S., re-export from one foreign country to another foreign country or to a foreign national outside the U.S. any commodities, technology or software (as defined in the EAR Part 772 (15 CFR 772)) without complying with all relevant requirements of the EAR Parts 730-774 (15 CFR 730-774), including the requirement to obtain any written export authorization from BIS, or to otherwise make and document the determination that a licensing exception applies, as the case may be.
g) Buyer shall not permanently import into the U.S. articles appearing on the BATF U.S. Munitions Import List at 27 CFR 447, Subpart C, without an approved import permit issued by BATF pursuant to 27 CFR Part 447, Subpart E, unless an exception or exemption applies. Additionally, if Buyer is engaged in the business, in the U.S., of importing articles appearing on the U.S. Munitions Import List, Buyer must register with BATF pursuant to 27 CFR Part 447, Subpart D. Downloadable copies of the BATF regulations and forms are accessible at the BATF website at www.atf.gov.
h) If performance under this Sales Order requires the Buyer to export out of the U.S. machineguns, destructive devices, explosives, and certain other firearms, as defined in 27 CFR Part 479, Subpart B, Buyer shall not export such items out of the U.S. without an approved export permit issued by BATF pursuant to 27 CFR Part 478, Subpart K and 27 CFR Part 479, Subpart H. Buyer shall also obtain all necessary export licenses issued by the ODTC regarding such exports, if applicable.
i) Notwithstanding anything to the contrary in the foregoing paragraphs, Buyer represents that it has obtained all registrations and licenses necessary to perform this sales transaction. Buyer shall not transfer any export controlled item, technical data, technology, or service, unless the Buyer is registered with appropriate U.S. authorities and obtains all required export licenses, license exceptions, or license exemptions, as applicable.
j) Buyer hereby represents that neither Buyer nor any parent, subsidiary or affiliate of Buyer is included on any of the restricted party lists maintained by the U.S. Government, including, but not limited to the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security (BIS), or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls (collectively, “Restricted Party Lists”). Buyer shall immediately notify the Seller if Buyer, or any parent, subsidiary or affiliate of Buyer becomes listed on any Restricted Party List or if Buyer’s export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non-U.S. government entity or agency.
k) Buyer hereby indemnifies Seller and shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney’s fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of Buyer, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under the foregoing paragraphs.