iFIT Terms and Conditions of Purchase

These Terms and Conditions of Purchase (“Terms”) govern the Purchase Order (“PO”) issued by iFIT Inc., or its subsidiary or affiliate named on the PO (“Buyer”), to the Seller named on the PO (“Seller”). Unless a written agreement exists as provided below, the PO and these Terms comprise the entire agreement between Buyer and Seller pertaining to the goods and services described in the PO (respectively “Goods” and “Services”), and supersede all prior and contemporaneous understandings, agreements, negotiations, discussions, course of dealing, usage of trade, representations and warranties, and communications, both written and oral, including any acceptance, confirmation, or other response to the PO. If a written agreement signed by both parties exists that pertains to Buyer’s purchase of Goods or Services from Seller, the terms of that agreement will prevail to the extent they are inconsistent with these Terms. Seller’s acceptance of the PO is expressly limited to these Terms. Counteroffers, proposed additions, and conflicting terms are expressly objected to and rejected by Buyer. If this PO is in response to Seller’s offer, the PO is an acceptance of that offer expressly limited to these Terms and conditioned on Seller’s assent to the additional or different terms in these Terms. Seller accepts these Terms by: (a) executing and returning the PO or an acknowledgment to Buyer; (b) starting performance; (c) fully or partially fulfilling the PO; or (d) accepting payment.

1. Invoices. Seller will issue separate invoices for each shipment of Goods after Delivery, and for Services after Seller completes those Services to Buyer’s reasonable satisfaction. Seller will include the PO number and itemize each invoice in English in sufficient detail to show: (a) for Goods, the items covered by the invoice, quantities, prices, assists, selling commissions, royalties, and available or applied discounts; and (b) for Services, each specific Service and/or resulting deliverable completed and the date of completion, or for work billed on a time and materials basis, a description of the work performed, the name of the personnel who performed the work, the time spent performing the work, the applicable billing rate, and any other information requested by Buyer. Any cash or early payment discounts will be calculated from the date Buyer accepts the Goods or Services or receives an invoice that complies with the requirements in this section, whichever is later. Seller will deliver the invoice to Buyer’s address listed on the PO or as otherwise directed by Buyer.
2. Payment Terms. Buyer will pay Seller net 90 days after (a) Buyer receives a timely, valid, and non-disputed invoice or (b) Seller Delivers the Goods or Services, whichever is later. Buyer reserves the right to set off any amounts Seller or any of its affiliates owes to Buyer against any amount payable by Buyer to Seller. If Buyer disputes any portion of an invoice, Buyer will notify Seller in writing and Seller will resubmit a corrected invoice to Buyer.
3. Delivery. Seller shall: (a) deliver Goods to the address or other location specified in the PO (“Delivery Point”), in the quantities and on the date specified in the PO or subsequently-issued release authorization; and (b) provide Services according to the dates or schedule specified in the PO and in compliance with these Terms (“Deliver” or “Delivery”). Seller shall Deliver Goods during normal business hours or as otherwise instructed by Buyer. Buyer may reject and return, at Seller’s risk and cost, any partial shipment of Goods not authorized by a release authorization. Time is of the essence with respect to timely Delivery of Goods and Services. Consistent on-time delivery is critical to reducing lead times in the supply chain. Delivery is considered timely if the correct quantity of Goods are Delivered to the Delivery Point no earlier than one business day prior to, and no later than one business day later than, the scheduled Delivery date. If Seller cannot Deliver Goods or Services as specified in the PO, Seller shall notify Buyer five business days before the change and must provide a written recovery plan by the originally-scheduled Delivery date. In response to notice of any change, Buyer may, in its discretion, reaffirm, cancel, or modify the PO. If Seller does not Deliver Goods or Services by the date specified in the PO, Buyer may in its discretion: (a) accept the Goods or Services subject to a discount; (b) reject and return any late Goods or Services deliverables at Seller’s cost; or (c) cancel all or part of the PO. Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses (including attorneys’ fees) arising from Seller’s failure to Deliver the Goods or Services by the date specified in the PO. If Seller Delivers more or less than the quantity of Goods specified in the PO, Buyer may in its discretion and at Seller’s risk and cost: (i) reject and return all or any excess Goods; or (ii) accept all or any increased or reduced quantity of Goods, and Seller will adjust the invoice on a pro-rata basis and resubmit it to Buyer. Seller will ship, route, and pack Goods for shipment according to Buyer’s instructions, or if Buyer has not provided instructions, in a manner that ensures the Goods are Delivered on time and undamaged. Seller will clearly indicate the PO number on all bills of lading, air and sea waybills, freight bills, and packages.
4. Price. The price of Goods or Services is stated in the PO (“Price”). Unless otherwise specified, the Price is firm, fixed, and in U.S. Dollars. The Price is inclusive of all applicable taxes and duties. Seller represents and warrants that the Price does not exceed the price charged by Seller to any other customers purchasing substantially similar goods or services on substantially similar terms. Seller waives any lien rights relating to the performance of the PO, and Seller will obtain waivers from all persons entitled to assert any lien right in connection with the PO and provide those waivers to Buyer on request. The Price will be based on an “open calculation/open book” method. Seller will supply Buyer with detailed information regarding the structure of its total price, including the costs of raw materials, labor, overhead, and profits. Buyer may, in its discretion, verify costs of raw materials by reviewing invoices or confirming directly with higher-tier suppliers. Buyer may, at any time and in its discretion, audit suppliers of raw materials or components that are used in the Goods, and qualify suppliers as Buyer-approved vendors, and Seller agrees to cooperate with Buyer and support Buyer’s efforts. Seller agrees to cooperate with Buyer to develop a vendor matrix and ensure that all critical raw material or component suppliers are 100% selected from the Buyer-approved vendor list. Seller will keep Buyer apprised of any price negotiations with raw material or component suppliers, including but not limited to discounts or rebates, and any reduced pricing achieved will be reflected in an adjustment to the Price. Seller will implement and maintain a vigorous cost reduction program to ensure that Pricing is competitive at all times. Targeted areas may include, but are not limited to design, manufacturing operations (including, but not limited to inventory reductions, process improvement, and lead times), quality and defect rate improvement, material handling and distribution (including, but not limited to freight and packaging), sourcing, international operations and logistic, and overall business practices.
5. Changes. Buyer may at any time, by written change order to the PO, suspend performance of the PO in whole or in part, make changes to the drawings, designs, specifications, method of shipment or packaging, reschedule the time or place of Delivery, or require additional or diminished Goods or Services. Seller will immediately perform the PO as changed. If any such change causes an increase or decrease in the cost of, or time required for performance of the PO, Buyer may approve in writing an equitable adjustment in Price or Delivery date requested by Seller. Seller must request an equitable adjustment within 20 days of Seller’s receipt of the written change order. No change to the PO is binding on Buyer unless agreed in writing by an authorized representative of Buyer. Buyer’s engineering or technical teams are not authorized to change the Goods or Services ordered or any other provision of the PO.
6. Termination.
   1. For Convenience: Buyer may terminate the PO for convenience, in whole or in part, at any time by written notice to Seller. Immediately on receipt of the notice, Seller will (and will cause any subcontractors to) cease performance as specified by Buyer, place no further orders or subcontracts except as necessary to complete the non-terminated portion of the PO, and comply with instructions in Buyer’s written notice and any subsequent written notices. Buyer will reimburse Seller for Seller’s actual and reasonable costs incurred up to the date of termination, other than those costs that Seller reasonably could have avoided, not to exceed the aggregate Price for the remaining Goods or Services. Buyer is not obligated to pay Seller’s anticipatory profits or unabsorbed overhead on those portions of the PO that are terminated. Buyer is not obligated to pay for any materials or components acquired by Seller to perform the PO that were not approved by an authorized representative of Buyer in a written materials authorization.
   2. For Default: Buyer may terminate the PO for Seller’s default, in whole or in part, by written notice to Seller for: (i) Seller’s breach of, or failure to strictly comply with, the PO or Terms; (ii) Seller’s failure to make progress so as to endanger performance of the PO; or (iii) Seller filing a petition of any type as to its bankruptcy, being declared bankrupt, becoming insolvent, making an assignment for the benefit of creditors, or going into liquidation or receivership. If the default is capable of being cured, Buyer will provide Seller written notice and allow Seller 10 days from receipt of the notice to cure the default. Seller will continue the work not terminated. On termination for default, Buyer will not be liable to Seller for any amount owed for the terminated portion of the PO. Seller will be liable to Buyer for all damages, costs, and expenses sustained due to the default plus any re-procurement costs.
7. Title and Risk of Loss. Title to and risk of loss for the Goods passes to Buyer upon Delivery to the Delivery Point.
8. Shipping Terms. For all shipments, Delivery will be made according to the shipping terms in the PO. If the PO does not specify shipping terms, Delivery will be made as follows: (a) for domestic shipments within the United States, FOB destination with freight prepaid by Seller; or (b) for international shipments, DAP (Incoterms 2020) Delivery Point.
9. Inspection. Buyer, its customers, and higher tier contractors may, but are not obligated to, inspect all or a sample of Goods or Services at all reasonable times and places, including but not limited to Seller’s and its subcontractors’ facilities. If inspection is done on Seller’s premises, Seller will provide, without charge, reasonable facilities and assistance for the inspection. No inspection, test, approval, or acceptance of Goods or Services relieves Seller from responsibility for failure to meet requirements of the PO, patent or latent defects, fraud, gross mistakes amounting to fraud, or Seller’s warranty or indemnification obligations. Buyer may reject all or any portion of the Goods or Services that it determines, in its discretion, are defective or not in strict conformances with the requirements of the PO. If Buyer rejects any portion of the Goods, Buyer may on written notice to Seller: (a) rescind all or part of the PO; (b) accept the Goods or Services subject to an equitable adjustment in price or other condition; or (c) require Seller to replace the rejected Goods or Services. Seller shall replace the nonconforming or defective Goods or Services within 14 days at Seller’s sole expense. Seller is solely responsible for transportation charges for return of rejected Goods and Delivery (expedited if necessary) of replacement Goods. If Seller does not timely Deliver replacement Goods, Buyer may replace them itself with goods from a third party, charge seller cost of cover, and terminate the PO for cause. Any inspection under this section does not reduce or affect Seller’s obligations, and Buyer may conduct additional inspections at any time in its discretion.
10. Quality Control. At a minimum, Seller will provide and maintain a quality control system to an industry-recognized standard for the Goods and Services. Seller will also strictly adhere to any specific quality requirements in the PO or otherwise provided or approved by Buyer, including but not limited to the most recent version of Buyer’s Supplier Quality Assurance Manual (“Quality Manual”) as updated from time-to-time by Buyer. The current version of the Quality Manual is available through Buyer’s online Supplier Portal and incorporated as part of these Terms. Seller acknowledges that Buyer has provided Seller with credentials to access Buyer’s Supplier Portal, and that it is Seller’s responsibility to regularly monitor the Quality Manual for updates. Seller will keep written records of all quality control inspection work and make those records available to Buyer and its customers during the performance of the PO and for 6 years after final payment of the Invoice. Buyer may, at any time during normal business hours, review and inspect Seller’s quality control, inspection, and manufacturing processes.
11. Buyer Property. If Buyer provides Seller or pays for any materials, components, specifications, drawings, tooling, or equipment (“Buyer Property”), title to the Buyer Property will remain or vest in Buyer. Title to Buyer Property will not be affected by incorporation or attachment to any other property, and it will not become a fixture or lose its identity as Buyer Property by being affixed to any realty. Seller will adequately label or mark Buyer Property so that it can be readily identified as Buyer Property, and will safely store it separately from Seller’s own property. Seller may not substitute any property for Buyer Property. Unless otherwise expressly agreed by Buyer in writing, Buyer Property is provided “AS IS” and Buyer DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED. Seller may only use Buyer Property to perform the PO. Seller will provide Buyer access at all reasonable times to the premises where Buyer Property is located to inspect or retrieve Buyer Property in Buyer’s discretion. Upon request, Seller will provide Buyer, in a format acceptable to Buyer, inventory schedules covering all Buyer Property in Seller’s possession or control. Buyer Property in Seller’s possession or control is held at Seller’s risk, and Seller is responsible for loss, damage, or destruction of Buyer Property except for reasonable wear and tear or reasonable consumption in the performance of the PO.
12. Representations and Warranties. Seller represents and warrants that it will comply with iFIT’s Supplier Code of Conduct, and that all Goods or Services (including all materials incorporated into the Goods): (a) are new, suitable for the uses intended for a minimum of 18 months after the date of Buyer’s acceptance; (b) are of the grade and quality specified, and free from all defects in design, materials, and workmanship; (c) strictly conform to all requirements of the PO, any specifications, drawings, and samples furnished, and any warranties provided, express or implied; (d) are adequately and safely packaged and labeled; (e) do not infringe any patent, trademark, trade secret, or copyright, or any other intellectual property, contract, or other third party right; (f) are of good and merchantable title, free of liens and encumbrances; (g) are not in violation of any Laws of the United States or any state or local government, of the originating country, or if not being Delivered to the United State, those of the destination country; (h) comply with any country of origin requirements on the PO or any previous Seller certification or statement; (i) do not contain gold or the underlying metal ores for tin, tungsten, or tantalum that finance or benefit armed groups in the Democratic Republic of Congo or adjoining countries; (j) are not mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China; (k) are free from California Proposition 65-listed chemicals and Chemicals of Concern unless communicated in writing to Buyer, and (l) are manufactured in compliance with the Laws regarding human trafficking and slavery in the country or countries in which they are made. Buyer’s policy is not to engage in any dealings or transactions with any person or company subject to sanctions administered or enforced by the United States government (including but not limited to the Office of Foreign Asset Control (OFAC), the designation as a “specially designated national” or “blocked person,” and companies or persons located, organized, or resident in a sanctioned country) (“Sanctions”). Seller represents and warrants that neither it nor any of its subcontractors or suppliers (including Seller’s and its subcontractors’ and suppliers’ beneficial owners) are the subject of any Sanctions. Seller warrants that it will perform Services using personnel of required skill, experience, and qualification, and in a professional and workmanlike manner in accordance with best industry standards for similar services, and will devote adequate resources to meet its obligations under the PO. These warranties are in addition to all other warranties, express or implied, and survive Delivery, inspection, acceptance, and payment by Buyer. If Goods and Services are resold to any customers or are to be incorporated into any item to be delivered to customers, then customers are third party beneficiaries of Seller’s warranties. If the Goods or Services do not meet the representations and warranties, Buyer may in its sole discretion, return the Goods or Services to Seller at Seller’s expense, for correction, replacement, re-performance, or credit plus transportation charges. Any Goods or Services corrected, replaced, or reperformed are subject to these Terms to the same extent as the original Goods or Services.
13. Indemnification. Seller shall protect, defend, hold harmless, and indemnify Buyer, including its affiliates and subsidiaries, and each of its and their officers, directors, employees, shareholders, investors, agents, representatives, dealers, distributors, and customers (“Buyer Indemnified Parties”), from and against any and all fines, penalties, lawsuits, claims, actions, liabilities, judgments, losses, damages, cost and expenses (including reasonable attorneys’ fees and costs) (“Claims”) arising out of, resulting from, or relating to: (a) any breach of any of Seller’s representations or warranties under the PO or these Terms; (b) any product liability claims relating to the Goods or Services; (c) any personal injury (including death) and property damage caused by the Goods or Services; (d) any alleged or actual infringement of any third party intellectual property rights, including but not limited to patents, copyrights, maskworks, trademarks, and trade secrets, under the Laws of any country by reason of the sale, manufacture, import/export, or use of the Goods or Services in the business or operations of Buyer or any of Buyer’s customers; or (e) Seller’s actual or alleged violation of any Laws. Buyer reserves the right to participate in the defense of any Claims.
14. Limitation of Liability. Buyer will not be liable for any punitive, special, incidental, or consequential damages of any kind (including but not limited to loss of profits, business revenues, and business interruption) under or arising out of the PO or its termination or cancellation, without regard to whether the claim under which such damages are sought is based upon breach of warranty, breach of contract, negligence, tort, strict liability, statute, regulation, or any other legal theory or Law.
15. Intellectual Property. All ideas, information, data, documents, drawings, software, software documentation, designs, photographs, videos, sound recordings, images, specifications, processes, content, inventions, patentable subject matter, or other work product, as well as all intellectual property rights embodied in or relating to these items, produced by or for Seller, either alone or with others, in the course of or as a result of any work performed by or for Seller pursuant to the PO (collectively, “Inventions”) are and shall be the exclusive property of Buyer and will be delivered to Buyer promptly upon request. Seller will promptly disclose all Inventions to Buyer in written detail, and execute all papers, cooperate with Buyer, and perform all acts necessary or appropriate in connection with the filing, prosecution, maintenance, or assignment of related patents or patent applications to Buyer. Any copyrights in and to the Inventions constitute “works made for hire” under United States copyright law. Seller assigns and will assign all right, title, and interest in and to any Inventions to Buyer.
16. Trade Compliance. Seller represents and warrants that it will comply with all U.S. export and import Laws relating to the performance of the PO and any originating country’s export and import regulations. Any controlled commodities, technical data, or services provided by Buyer to Seller in connection with the PO, as well as any controlled commodities, technical data, or services developed or produced by Seller may be subject to the requirements of the United States Export Administration Regulations, 15 C.F.R. Par 730, et seq. (“EAR”). Seller represents and warrants that none of the controlled documents, information, or goods provided by Buyer will be exported, transferred, or disclosed outside of the United States or to any foreign person as defined under the EAR, unless prior permission has been obtained by Buyer’s representative and the necessary United States government export license or other authorization has been obtained. Seller represents and warrants that it is not listed on any excluded or denied party list of any agency of the United States government and will immediately notify Buyer of any related change in its status. Seller will defend, indemnify, and hold harmless Buyer and the Buyer Indemnified Parties from and against all Claims arising from Seller’s failure to comply with this section.
17. Work on Buyer’s Premises. If Seller (including its employes, agents, or subcontractors, collectively “Seller’s Personnel”) performs work under the PO on Buyer’s premises (which includes any premises owned, leased, occupied, or under Buyer’s control, collectively “Buyer’s Premises”), Seller agrees as follows:
    1. Seller’s Personnel are subject to the same rules and regulations governing Buyer’s employees while on Buyer’s premises, any rules Buyer may impose on visitors, and any other direction that Buyer may provide in its discretion. Seller will require each of Seller’s Personnel engaged in work on Buyer’s Premises to display any identification as directed by Buyer.
    2. In addition to any other insurance required under these Terms, Seller will secure and keep in force the following insurance: (i) Worker’s Compensation Insurance meeting all statutory requirements in the state where work will be performed, coverage to include where applicable employer’s liability insurance of not less than $1,000,000, or an equivalent “stop gap” endorsement to Seller’s commercial general liability insurance; (ii) commercial general liability with minimum liability of $3,000,000 per occurrence; (iii) if Seller’s Personnel will operate vehicles will be on Buyer’s Premises, comprehensive automobile liability Insurance covering owned, hired, and non-owned automobiles with minimum liability limits of $1,000,000 per occurrence; (iv) for Services, errors and omissions or professional liability insurance covering the scope of Services with minimum liability limits of $3,000,000 per occurrence; (v) commercial crime insurance, including employee dishonesty coverage, and if applicable, computer crime and wire transfer coverage, with minimum liability limits of $1,000,000 per occurrence, coverage to apply to loss or damage incurred by Buyer caused by Seller’s Personnel; and (vi) if Services include warehouse management, warehouse liability insurance with minimum liability limits of $3,000,000 per occurrence. Insurance required under this section will meet the additional requirements stated in the Insurance section of these Terms.
    3. Seller’s Personnel may not bring firearms, cameras, alcohol, illegal drugs, or unauthorized passengers into Buyer’s Premises. Seller will advise Seller’s Personnel that: (i) it is Buyer’s policy that use, possession, sale, transfer, or purchase of illegal drugs, unauthorized prescription drugs, or alcohol on Buyer’s Premises is prohibited; (ii) entry onto Buyer’s Premises constitutes consent to inspection of their person and personal effects, including testing for such substances; and (iii) Seller’s Personnel found in violation of this policy, or who refuses to permit or submit to an inspection or test may be removed and barred from Buyer’s Premises. Seller’s Personnel are subject to post-incident, reasonable suspicion, and in Buyer’s discretion, random screenings.
    4. Seller will defend, indemnify, and hold harmless Buyer and the Buyer Indemnified Parties from and against any and all Claims arising from or related to personal injury (including death) or property damage caused or allegedly caused by Seller’s Personnel on or about Buyer’s Premises.
    5. Seller’s Personnel will immediately report to Buyer’s responsible safety personnel any accident, incident, or exposure resulting in a fatality, lost time occupational injury, occupational disease, contamination, or property damage.
18. Confidential Information. All information obtained by Seller from Buyer related to the performance, acceptance, or existence of the PO is Buyer’s proprietary and confidential information (“Confidential Information”). Seller will protect Confidential Information from disclosure to third parties with the same degree of care it exercises in protecting its own confidential and proprietary information (which must be at least reasonable care), and will use and copy Confidential Information only to the extent necessary to perform the PO.
19. Assignment and Subcontracting. Seller will not assign the PO or any rights or obligations under the PO without Buyer’s prior written consent. Seller will not acquire any of the Goods or Services from a subcontractor or third party in completed or substantially completed form without Buyer’s prior written consent. Any assignment or delegation without Buyer’s prior written consent will be null and void. No purported assignment or delegation will relieve Seller of its obligations under the PO and these Terms. Buyer may assign or transfer all or part of its rights or obligations under the PO or these Terms without Seller’s consent to any of Buyer’s affiliates or any person or entity acquiring all or substantially all of Buyer’s assets.
20. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the PO or these Terms should be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship. Seller acknowledges and agrees that Seller’s Personnel are not Buyer’s employees and are not entitled to any benefits or privileges that Buyer may offer to its own employees. Neither party has authority to contract for or bind the other party in any manner.
21. Compliance with Law. Seller will comply with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, programs, plans, and orders (“Laws”) in its performance of the PO. Seller will ensure that all Goods and Services supplied and the manufacture of Goods or performance of Services comply with all Laws, including the originating country’s environmental, health, safety, and occupational laws, labor, and employment Laws. Seller will pay all wages due its employees and all related employment taxes, worker’s compensation, and unemployment insurance. Seller agreement, at is sole expense, to repair, modify, replace, or re-perform any Goods or Services not in compliance with any Laws. Seller acknowledges that Buyer is an equal opportunity and affirmative action employer, and agrees to assign personnel without regard to race, color, creed, religion, sex, national origin, disability, age, status as covered veteran, or any other legal protected characteristic.
22. Controlling Law and Forum. Without regard to the place of performance, all matters arising from or relating to the PO or the Terms are governed and construed according to the Laws of the State of Utah, United States, without giving effect to any choice or conflict of law provision or rule that would cause the application of the Laws of any other jurisdiction. Any suit, action, or proceeding arising out of or relating to the PO or the Terms shall be brought in the state or federal courts located in Salt Lake City, Utah, United States, and each party irrevocably submits to the exclusive jurisdiction of such courts and waive any right to challenge the jurisdiction of the court or seek to bring any action in any other forum, whether originally or by transfer, removal, or change of venue. The parties expressly reject the application of the United Nations Convention of Contracts for the International Sale of Goods to the PO. In the event of litigation concerning the PO, the prevailing party will be entitled to recover reasonable costs and expenses arising from the litigation, including reasonable attorneys’ fees.
23. Waiver; Cumulative Remedies. No waiver, alteration, or modification of any part of the PO or the Terms is binding on Buyer unless signed by an authorized representative of Buyer. Buyer does not waive any right, remedy, power, or privilege arising from the PO or these Terms by: (a) delaying its insistence or failing to insist on Seller’s performance; (b) delaying its exercise or failing to exercise any right, remedy, power, or privilege; (c) waiving any instance of breach or default; or (d) fully or partially exercising any right remedy, power or privilege. All remedies under the PO and in these Terms are cumulative and in addition to any other remedies available at law or in equity.
24. Insurance. Seller will maintain in force at its expense from an insurer acceptable to Buyer comprehensive commercial liability/product liability insurance covering claims for bodily injury and property damage in the amount of no less than $3,000,000 per occurrence unless Buyer provides written notice that such insurance is not necessary. Certain Goods or Services may require higher liability limits, which will be communicated to Seller or stated elsewhere in these Terms. Seller will ensure that Buyer is endorsed as an additional insured under Seller’s policies, and will provide Buyer proof of insurance on request. Seller’s policies will include a full waiver of subrogation and will be primary to all of Buyer’s coverages. Seller will be in default if it fails to provide proof of insurance to Buyer upon request, or fails to continue or maintain required insurance. Required limits may be met by any combination of primary and excess coverage.
25. Liens. Seller agrees that no liens, security interests, encumbrances, or property rights of any kind (“Liens”) will lie or attach upon or against the Goods or Buyer Property, for or on account of any work performed, provided, or furnished pursuant to the PO. If any Liens are asserted against the Goods or Buyer Property, Buyer may discharge them by filing a bond or security, or in its discretion, by paying the amount of the claim and deducting from the Price the amount paid. If the total Price has been paid, Seller will repay Buyer, the amount paid by Buyer to discharge the claim, plus all administrative and legal expenses incurred by Buyer.
26. Third Party Beneficiaries. Except as expressly stated in these Terms, the PO is for the sole benefit of the parties and their respective successors and permitted assigns and nothing in the PO or these Terms, express or implied, is intended or confers upon any other person or entity any legal or equitable right, benefit, or remedy of any nature.
27. Language. If the PO or these Terms are translated into any language other than English, the English language version will be the official, governing document.

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