GENERAL - These United Airlines Terms and Conditions (“Terms”) apply to products or services being referenced and ordered under this Purchase Order (“Order”) unless a separate written agreement has been entered into between United Airlines, Inc. or any of its affiliates (“Buyer” or “United”), and you (“Seller”), which covers the products or services being referenced under this Order, then these Terms shall not apply. Notwithstanding either party’s use of pre-printed forms for its convenience, any provisions or terms issued by Seller including without limitation any terms and conditions included in the product or services description, or Seller’s offer or invoice, shall not apply.

SERVICES - To the extent this Order includes an order for services, then the terms and conditions under the heading “Services Terms” shall apply in addition to these Terms. In the event of any conflict or inconsistency between the Services Terms and any other provision in these Terms, the Services Terms shall govern. The Services Terms shall not apply to products ordered under this Order.

ACCEPTANCE - This Order constitutes Buyer's offer to purchase from Seller the products or services described in the Order, in accordance with these Terms. This Order shall become a binding agreement when accepted by Seller upon the earlier of (i) the acknowledgement of this Order to Buyer, (ii) the shipment of products, or (iii) Seller starting performance of services. Any variance to any part of this Order (including any amendments, supplements, specifications or other documents incorporated herein by reference) is hereby rejected and is void unless expressly accepted by Buyer in writing. Buyer shall not be deemed to have accepted any offer of Seller and shall not be responsible for products shipped to Buyer, or services performed, except in accordance with these Terms and this Order, executed by Buyer and delivered by Buyer to Seller.

CANCELLATION - Buyer reserves the right to terminate this Order or any part thereof by written notice, and to refuse to accept the services, or accept delivery of the products, or, at Seller’s cost, to return products already delivered, (i) at any time prior to acceptance of this Order by Seller, (ii) if shipment is made or services are started later than the date specified, or, if no date is specified, if shipment is not made or services are not started within a reasonable time following issuance of this Order, (iii) if Seller is in breach or is, in Buyer’s sole but reasonable estimation, likely to be in breach of the terms hereof (including any express or implied warranties of Seller), (iv) if Seller makes an assignment for the benefit of creditors, or bankruptcy proceedings are instituted by or against Seller, or a receiver or trustee is appointed for Seller's assets, or (v) if any shipments are not in accordance with Buyer's shipping instructions, including but not limited to specification of delivering carrier.

INVOICES - Seller shall submit an invoice at the time of shipping the products or conclusion of the services that includes the Order number, United part number (if applicable), description of the products or services, and for products, an indication of shipment sent prepaid or collect, point of shipment, and method of shipment in accordance with instructions on this Order. Unless otherwise instructed, invoices for orders received through Coupa should be sent via the Coupa network. Invoices for SCEPTRE orders should be emailed in PDF format to apinvoices@united.com. Buyer’s payment terms under this Order are net sixty (60) days, subject to Buyer’s right to contest the validity or accuracy of any invoice. Any time period applicable for Buyer to pay shall begin the day the Buyer is in receipt of (i) an accurate, complete, and acceptable invoice of Seller or (ii) conforming products, whichever is later. On collect shipments, Seller shall attach a copy of the bill of lading or transportation receipt to the invoice and retain original copy of such documents on file. If Seller fails to provide an invoice to Buyer for any amount due within a period of ninety (90) days after the month in which the goods were delivered or services were provided, then Seller shall waive any right it may otherwise have to invoice for and collect such amount from Buyer. Sales (or similar) taxes shall be excluded from the price charged for the products and services, and such taxes shall be shown separately on Seller’s invoice. If Seller does not itemize taxes on invoice(s) and should have, Buyer will pay the amount of taxes that should have been invoiced (upon presentation of a proper invoice for such taxes), but Seller shall be solely responsible for paying all penalties, interest, fines, additions to tax or other amounts assessed by the taxing authorities on any taxes not timely invoiced to Buyer, and Seller shall indemnify and hold harmless Buyer against all such amounts. If Seller fails to provide a proper invoice to Buyer for any sales (or similar) tax amount due within a period of four (4) years after the date upon which the products were delivered or services were provided that were subject to such tax, then Seller shall waive any right it may otherwise have to invoice for and collect such tax amount from Buyer and Buyer shall not be liable for any such tax amount.

STATE SALES TAX - Buyer may claim an exemption from payment of taxes under Chapter 20, Title 122A, Revised Civil Statutes of Texas. If written authorization for exemption is required, Seller shall submit its request to the billing address shown on the face of this Order. All taxes shall be listed on the invoice as a separate line item and calculated as required by law.

CASH DISCOUNT - Any cash discount period shall date from the day of receipt of the later of (i) Seller’s conforming invoice (accompanied by the Bill of Lading for products) or (ii) conforming products or completion of services. Payment shall be deemed to be made for discount earnings purposes on the date of mailing the Buyer's check or electronic submission of the payment. Buyer may pay Seller's invoice prior to delivery or acceptance of the products or services. Such advance payments by Buyer shall not constitute acceptance by Buyer, shall not be a waiver of Buyer's right to inspect and reject the products or services, and shall not otherwise impair Buyer's legal remedies. Buyer reserves the right to charge Seller for any such defect or failure in performance.

CHARGES - Charges for the products and services must be included in this Order, and Buyer shall not be responsible for any additional fees, charges, costs or expenses unless specified in this Order. Seller shall not charge Buyer for cartons, wrapping, packing, boxing, crating, droppage or other costs unless Seller first obtains the written modification of this Order from Buyer that expressly references this section.

DELIVERY - Seller shall deliver the products on the delivery terms to Buyer's facility specified in this Order. If the products or the tender of delivery fail to conform to this Order, Buyer may reject the products in whole or in part without liability. If directed by Buyer, Seller shall follow the Shipping Instructions and Routing Guidelines included in this Order, and products shall be delivered to Buyer’s designated location(s), pursuant to Incoterms 2020. If Seller does not follow the delivery terms or Shipping Instructions and Routing Guidelines included in this Order as applicable, delivery for purposes of this Order shall be defined as occurring on the on-dock date at Buyer’s location, DDP Buyer’s location, pursuant to Incoterms 2020. Seller shall not invoice for any delivery fee amounts which are not explicitly included on this Order.

Buyer will monitor Seller’s delivery performance. If the Order specifies a delivery date and the products are not delivered on or before such specified delivery date in accordance with this Order, then Buyer will suffer actual damages that will be impracticable or extremely difficult to determine. Therefore, Seller shall pay to Buyer one percent (1%) of the total invoice price for each calendar day of delay in the delivery of the products beyond their specified delivery date, up to ten (10) calendar days, and beginning with the eleventh (11th) calendar day following the specified delivery date, Seller shall pay Buyer two percent (2%) of the total invoice price for each calendar day the products are delayed beyond the specified delivery date; provided, that in no event will Seller’s liability for late delivery pursuant to this sentence of this Article exceed thirty (30) percent of the amount of the original purchase price set forth herein to be paid by Buyer for the products. At Buyer’s option, these payments may be taken as credits and be used to offset invoiced amounts from Seller to Buyer. The liquidated damages amount set forth in this Article, arising due to Seller’s breach, is meant to be reasonable compensation to Buyer for its potential damages that would be incurred based on Seller exceeding the specified delivery date, and is not meant to be a penalty or a punishment. Accordingly, the liquidated damages set forth in this Delivery section, including any credit taken hereunder, serve to fully compensate United for any breach by Supplier of its obligations related to delivering within the specified delivery date, and represent an agreed upon, reasonable measure of damages that would be sustained by United (including potential impact to United’s reputation) because of any failure by Supplier to deliver within the specified delivery date, based on Buyer’s and Seller’s relevant experience in the aviation industry provided that, these liquidated damages are for lateness in delivery and shall not limit Seller’s duty to complete the Order.

SHIPPING INSTRUCTIONS & ROUTING GUIDELINES - If directed by Buyer, Seller shall ship product to Buyer using the following shipping instructions:

1. Buyer has implemented a system and process for vendor shipments for which Buyer pays the transportation cost. The goal of the initiative is to assist Buyer’s vendors to stay compliant with Buyer’s shipping requirements while gaining efficiencies from increased visibility and cost reduction. Buyer has engaged Fortigo, Inc. to provide the necessary technology.
2. Seller shall participate in this initiative using either one of the following options:
   1. Tender shipments through the United Airlines / Fortigo web-based transportation management system. To obtain your account please point your browser to https://my.fortigo.com/united, click on the New User link and follow the prompts.
   2. Continue using your existing shipping system by incorporating the United Airlines routing guide and provide electronic Advance Ship Notification (ASN) via EDI 856 when you ship. The ASN must include the carrier, tracking number, ship date and PO/RO included in the shipments. Email united@fortigo.com to obtain the most recent United Airlines routing guide, ASN specification, and instructions on how to setup the data feed. For orders placed via SPEC2000, S1SHIPPD messages shall be sent. Please note that deviations from United Airlines specified routing that result to higher transportation cost will be charged back to your organization.

Seller shall contact Buyer’s Logistics Department for any questions regarding this Shipping Instructions & Routing Guidelines section.

PACKAGING REQUIREMENTS -

1. Aircraft Non-Rotables and Extendables: Aircraft Non-Rotables and Expendables: Seller shall package all non-rotable and expendable product in packaging of sufficient quality to carefully and safely transport the product purchased hereunder and to assure the lowest transportation and insurance costs. In particular, Seller shall package all aircraft non-rotable equipment in accordance with Category III requirements of ATA Specification 300 and the following linerboard standards:
2. Charges for the products and services must be included in this Order, and Buyer shall not be responsible for any additional fees, charges, costs or expenses unless specified in this Order. Seller shall not charge Buyer for cartons, wrapping, packing, boxing, crating, droppage or other costs unless Seller first obtains the written modification of this Order from Buyer that expressly references this section.

   Double Wall Corrugated Boxes

   Max. Wt. Box/Contents (lbs.)	Min. Burst Test Single/Double Wall (lbs. per sq. in.)	Min. Edge Crush Test (ECT) (lbs. per in. width)
   100 or Less	275	48
   120	350	51
   140	400	61
   160	500	71
   180	600	82

   Triple Wall Corrugated Boxes

   Max. Wt. Box/Contents (lbs.)	Min. Burst Test Single/Double Wall (lbs. per sq. in.)	Min. Edge Crush Test (ECT) (lbs. per in. width)
   240	240	67
   260	900	80
   280	1100	90
   300	1300	112

3. Aircraft Rotables. Seller shall package all rotable product in packaging of sufficient quality to carefully and safely transport the product purchased hereunder and to assure the lowest transportation and insurance costs. In particular, Seller shall package all rotable product in containers that comply with Category II of ATA Specification 300.
4. Non-Aircraft Products. Seller shall package all non-aircraft products in packaging of sufficient quality to carefully and safely transport the product purchased hereunder and to assure the lowest transportation and insurance costs. Packaging Requirements - General.
   
   

   Seller shall:

   1. Package hazardous/dangerous products in accordance with all IATA/ICAO specifications for air carriage, and 49 CFR 100-185 for ground transportation;
   2. Declare shipments at maximum free valuation; higher valuation will be set at Seller’s expense;
   3. Ensure that packing sheets accompany each shipment, and that this Order number and part serial number appear on all shipping labels, packing slips, transport documents, invoices and correspondence; and
   4. Ensure that international shipments properly reference country of origin and harmonized tariff code.

   Buyer may:

   1. Reject incorrectly packaged product, or any shipment (at Seller’s expense) which does not meet Buyer’s shipping requirements as specified herein; and
   2. Upon failure of Seller to comply with the documentation standard required herein, deduct from the amount due the Seller the cost of securing proper information and delivery of improperly marked shipments, or shipments which do not contain appropriate documentation.

SPECIFICATIONS - Except as otherwise stated, all products or services listed in the Order, for which government, original equipment manufacturers (OEMs) or Buyer specifications are required, shall comply with such specifications, current as of date of this Order. Should such specifications be revised prior to shipment or performance, Seller, upon first obtaining the written modification of this Order from Buyer, may furnish such products or services in accordance with the revised specifications. Seller will ship only the part number shown in this Order. Any change in the part number shipped, including equivalent, alternate part number, requires advance written approval from Buyer. If an alternate part number is shipped, Seller shall include part number interchangeability data on company letterhead with the shipment. With respect to aircraft and engine parts covered hereunder, Seller shall comply with the identification and certification requirements of the Airline Transport Association's World Airline and Suppliers Guide, Chapter 13, including without limitation the furnishing of parts/material certification information.

INTELLECTUAL PROPERTY INDEMNITY - By accepting this Order, Seller agrees to indemnify, protect, defend (at Buyer’s option) and hold harmless Buyer, its affiliates, officers, directors, employees, agents, subcontractors, and end users of the products and services provided by Seller, from and against all losses, liabilities, claims, demands, suits, fines, judgments or awards, at law or in equity, and all costs, including reasonable attorney's fees and expenses, for actual or alleged infringement of any patent, copyright, trademark, trade name, service mark, or other third party intellectual property right or proprietary right granted or recognized by any government, domestic or foreign, by reason of the use or possession of the products or services sold or provided to Buyer by Seller hereunder. In case the sale, provision or use of the products or services hereunder shall be found to constitute patent, copyright, trademark or other intellectual property infringement and/or use of the same is enjoined, Buyer may, at its sole option, and at Seller’s cost, pursue any remedies at law or in equity, including without limitation requiring Seller either to procure for Buyer the right to continue using such products or services, to modify them so they become non-infringing, to supply equivalent non-infringing products or services, and/or refund the total purchase price of such infringing goods or services.

WARRANTIES - Seller warrants that the products to be supplied under this Order are new (unless otherwise stated in this Order) and are fit and sufficient for the purpose intended and ordinarily used, are merchantable, of good quality and free from patent or latent defects in design, material or workmanship, and conform with all applicable laws. Seller warrants that the products are adequately contained, packaged and labeled as this Order or the law may require. Seller warrants that the products conform to the promises, affirmations and representation made in Seller's sales materials and made by Seller's representatives. Seller warrants that it has good title to the products sold hereunder and that they are free and clear from all liens or encumbrances, or any other claims of third parties. In the event Seller has knowledge that the products sold to Buyer hereunder are non-conforming, defective or that the incorrect products were supplied to Buyer, Seller shall immediately, upon such determination, simultaneously notify Buyer's Procurement Department, and if aircraft related, Buyer’s Quality Control and Engineering Departments. If Seller's product fails due to a design defect, Seller shall immediately, but in no case later than ninety (90) days of initial notification of the design defect by Buyer or such earlier timeframe as is warranted by the severity and nature of the circumstances, remedy such defect at no charge to Buyer. If Seller's product fails due to material or workmanship, Seller agrees to promptly repair or replace the products at no charge. Seller shall also be responsible for all labor charges for removal of defective products, all charges for re-installation of replacement products, all transportation charges to and from Seller's repair facility, and all legal remedies. Seller also agrees that Buyer, at Buyer's option, may perform repairs and be reimbursed for such repairs by Seller. Duration of warranty shall be for a commercially reasonable standard period, but no less than one (1) year, commencing from the date of acceptance of the products, unless otherwise mutually agreed in writing. Buyer shall have available all legal remedies. Nothing in this Warranties section or elsewhere in these Terms shall be construed to limit Buyer’s rights and remedies, including but not limited to terms of warranty, guarantee, and product support, which are available to Buyer under any separate agreement between Seller and a third party under which Buyer is a third-party beneficiary.

INSURANCE - Seller shall maintain appropriate insurance, applicable to the type of services performed or products provided under this Order, of the following categories: Aviation or General Liability including personal injury, independent contractors, products and completed operations and contractual liability in an amount not less than $1,000,000. Workers’ Compensation, at statutory limits with a waiver of subrogation in favor of Buyer and Employers Liability in an amount not less than $500,000. Automobile Liability covering all owned, non-owned, leased and hired automobiles, trucks and trailers in an amount not less than $1,000,000. Such insurance will be endorsed to name Buyer (“United Airlines, Inc.” and its Insurance Indemnitees, defined as Buyer’s affiliates, and its and their employees, directors, shareholders and agents) as additional insureds (will not apply to Workers’ Compensation or Employer’s Liability) to the extent of the contractual obligations assumed by Seller under this order. Certificates evidencing such insurance will be provided to Buyer prior to or upon execution/acceptance of this Order, and will contain cross liability and severability of interest clauses, and breach of warranty in favor of Buyer, be primary without right of contribution by any insurance that Buyer may carry and will provide that Buyer will be given at least thirty (30) days advance written notice in the event of cancellation, termination, or material modification of the coverage.

DOCUMENTATION - The Seller shall be responsible for all customs documentation being correct in all respects. Seller warrants to Buyer that products specified in this Order are valued correctly pursuant to applicable laws, including without limitation Title VI of the North American Free Trade Agreement Implementation Act (Pub. L. 103-182, 107 Stat. 2057), also known as the Customs Modernization or “Mod” Act, and the World Trade Organization (WTO) Agreement on Implementation of Article VII of the GATT 1994 following conclusion of the Uruguay Round (or its functional successor) (collectively, the “Customs Laws”). In no case will the value set out in any customs paperwork provided by Seller or its agents vary from the valuation of such products pursuant to applicable Customs Laws, which in most cases will be the price actually paid or payable by Buyer. Seller further agrees to indemnify, defend and hold harmless Buyer from any duty or charge that may be assessed by the United States Government for any violation of the Anti-Dumping Act. For shipments related to aircraft or engine parts, Seller shall provide proper trace and conformance documents, including but not limited to certification of conformance, 8130 tags, DOT shipping specs (ATA 300), and back to birth records (for life limited parts).

INDEPENDENT CONTRACTOR CLAUSE - Seller agrees it is an independent contractor and, in no circumstances, an agent or employee of Buyer. Seller further agrees it has no fiduciary interest in Buyer.

GENERAL PROVISIONS - Inspection and acceptance shall be performed by Buyer within a reasonable time following tender of delivery of products or completion of services. In the event products or services are rejected, risk of loss shall be deemed to remain with the Seller. Notwithstanding Buyer's right to inspection and tests after tender of delivery of products contained in the specifications applicable to this Order (except where specialized inspections or tests are specified for performance solely by Buyer), Seller shall perform, prior to tender of delivery, inspections and tests commercially required to substantiate that the products provided hereunder conform to the drawings, specifications and other requirements listed herein including (where applicable) the technical requirements for the manufacturer’s part numbers specified herein. Rejected products shall be returned at Seller's direction and expense. Buyer will hold the products at the sole risk of Seller pending shipping instructions for a reasonable period, or, if no instructions are provided, is permitted to dispose of such products at Seller’s cost and expense. If Buyer has paid for the products or services, Seller shall immediately refund to Buyer the purchase price of any rejected products or services, together with any other costs incurred by Buyer.

CONFIDENTIALITY - Seller shall not, without first obtaining the written consent of Buyer, in any manner advertise or publish the fact that the Seller has furnished or has contracted to furnish to Buyer, the products or services herein mentioned. Seller shall not disclose any of the details or information connected with this Order to any third party. Seller will take all measures reasonably practicable to ensure the confidentiality of Buyer’s information and to protect Buyer’s information against unauthorized access, use, disclosure or possession. Seller shall not use any of Buyer’s information other than as necessary to fulfill its obligations under this Order and shall not knowingly or negligently use such information for its own benefit or for the benefit of other third parties. Seller agrees to notify Buyer immediately (which in no event shall be longer than twenty-four (24) hours) in the event of any accidental, unlawful or unauthorized acquisition, destruction, modification, use, disclosure or access of Buyer information (“Security Breach”), providing details of the Security Breach. Seller further agrees to provide all reasonable cooperation and assistance requested by Buyer or Buyer’s designated representatives in the furtherance of any correction, remediation, investigation, mitigation of effects, enforcement or litigation with respect to a Security Breach. Seller acknowledges any failure by Seller to maintain the confidentiality of Buyer’s information will cause irreparable harm to Buyer for which no adequate remedy at law exists. The parties agree that, in addition to any other remedies and rights available to Buyer, Buyer may seek a court order or injunction, without further notice and without posting bond, to protect its information and to halt its unauthorized disclosure.

USE - The products purchased herein are understood to be for the use of Buyer, its affiliated companies or its or their suppliers or customers, and deliveries and shipments shall be made as directed by Buyer in its absolute discretion. All products purchased may be subjected to further processes of manufacture, combined with any articles, or put to any use whatsoever by Buyer, its affiliated companies or its suppliers (to any of which the products may be resold), as it or they may elect; and in no event shall any claim for royalty or other additional compensation be made by the Seller by reason of such manufacture, combination, resale or use.

SPECIAL EQUIPMENT - Designs, tools, jigs, dies, fixtures, templates, patterns, drawings or other hardware or software (collectively, the "Tools") used in the manufacture of the products contracted for herein that are furnished or purchased by Buyer shall remain the property of Buyer. They shall be kept in good condition and, from time to time, replaced by the Seller without expense to Buyer, except that, unless otherwise agreed by Seller, the actual cost of changes due to Buyer's change of design or specifications shall be paid for by Buyer (if such changes are made prior to exhaustion of the useful life of the dies, tools or patterns changed). No such Tools shall be used in the production, manufacture or design of products other than those covered by this Order, or for the manufacture or production of larger quantities than those specified except with the express consent in writing of Buyer. Buyer shall not be obligated to reimburse Seller for the cost of any Tools unless specifically agreed in writing by Buyer. On the completion of this Order, all Tools provided by Buyer shall be disposed of or returned as Buyer shall direct.

SHELF STOCK - Seller agrees to maintain at all times, where requested in writing by Buyer or in the Order, sufficient quantities of products covered by this Order so that they are available for immediate shipment to meet Buyer’s requirements. All quantities must be warehoused and shipped on a “first in/first out” method of inventory control. Notwithstanding the foregoing, nothing in this Order shall be construed as a requirements contract or as establishing exclusivity between Buyer and Seller. During the final ninety (90) days of the duration of this Order, all production runs to bring Shelf Stock to the maximum authorized quantity must be approved by Buyer’s Procurement Department. Buyer shall have right to inspect and audit Seller’s quality control procedures, stock position and inventory control procedures.

SHELF LIFE - If a product ordered has a shelf life, the shelf life must be clearly indicated on the individual items shipped, and the shelf life of such products, when received by Buyer, shall not be less than ninety (90) percent of full life.

ASSIGNMENT - Neither party may assign this contract without first obtaining the prior written consent of the other party, except that consent shall not be required for assignment by Buyer to any corporation that may merge with, be consolidated with, or otherwise succeed Buyer’s business, or to any of Buyer’s affiliates.

GOVERNING LAW - This Order and any dispute arising under or in connection with this Order, including any action in tort, will be governed and construed by the laws of the State of Illinois, U.S.A., without regard to any conflicts of laws principles that may direct the application of laws of any other jurisdiction.

INDEMNITY - Seller shall indemnify, defend, and hold harmless United, its affiliates, and its and their respective officers, directors, employees, agents, subcontractors, representatives and landlords (collectively “United Indemnitees”) from and against any and all claims, suits, judgments, losses, damages, fines or costs (including reasonable attorneys’ fees and expenses) resulting from any claim, suit or demand by any third party, including but not limited to: (a) injuries to or deaths of persons, (b) loss of or damage to property, or (c) violation of any law, rule, regulation, order, statute or ordinance of any governmental authority having jurisdiction, and any penalties, fines, assessments or damages arising therefrom, arising out of (i) the provision of any services or products by Seller under this Order, or (ii) any failure of supervision, negligence, or willful misconduct of Seller in connection with Seller’s performance under this Order or the provision of services or products under this Order, except to the extent caused by the negligence or willful misconduct of the United Indemnitees. Seller’s indemnity obligations will survive the termination of this Order.

DATA PROTECTION - Any Buyer data, information, drawings, designs, data storage media, prints or other materials, original or otherwise, either written or readable by machine, provided to Seller hereunder regardless of whether any portion thereof is or may be validly copyrighted or patented, will remain the property of Buyer and may not be copied or duplicated in any manner without Buyer's prior written consent. Any original materials prepared by Buyer or prepared jointly by Buyer and Seller, or any discoveries, ideas, inventions, or improvements attributable to this Order, will be considered work for hire and will belong exclusively to Buyer, and Seller will not undertake to secure any proprietary rights, royalties, licenses, or patents which result from this Order, without Buyer's prior written consent.                                        

AUDIT RIGHTS - Buyer and its auditors (including external auditors) shall be afforded reasonable access, during regular business hours and upon reasonable notice, to all records, documents, files and personnel necessary to audit and verify Seller’s charges, expenses, fees and any other costs payable by Buyer hereunder.

COMPLIANCE WITH LAWS - Seller shall comply with all applicable federal, state, and local laws, and all laws, rules, regulations, directives, ordinances, codes or similar enactments therefrom, including, but not limited to, all anti-bribery and anti-corruption laws, data privacy and data security laws, and applicable requirements of the Federal Government pertaining to non-discrimination in employment and facilities, including, without limitation, the provisions contained in 41 CFR 60-250.4 and 741.4, Paragraphs 1 through 7 of Part II, Nondiscrimination in Employment by Government Contractors and Subcontractors of Executive Order 11246, (as amended by Executive Order 11375), Certification of Non-segregated Facilities (41 CFR, Chap.1, Section 1-12, 803.10), and all provisions of 29 CFR part 470 (Executive Order 13201). If applicable, this Order incorporates by reference the federal contract clause and requirements found at 48 CFR 52.219-8, "Utilization of Small Business Concerns" and 48 CFR 52.219-9, “Small Business Subcontracting Plan”.

If this Order is for more than $10,000 in fees paid or payable by Buyer, then Buyer and Seller shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. If this Order is for more than $100,000 in fees paid or payable by Buyer, then Buyer and Seller shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.

In connection with any performance under this Order, Seller will at all times comply fully with all of the terms and provisions of the U.S. Foreign Corrupt Practices Act and any related or successor statute, regulation, or governmental directive regarding payments to foreign nationals or other persons or entities.

AUDIT RIGHTS - Buyer and its auditors (including external auditors) shall be afforded reasonable access, during regular business hours and upon reasonable notice, to all records, documents, files and personnel necessary to audit and verify Seller’s charges, expenses, fees and any other costs payable by Buyer hereunder.

DOT/FAA ANTI-DRUG TESTING PROGRAM - As a condition of providing “safety sensitive" or “security related" products or services, Seller will comply with all applicable laws to this Order, the provisions contained within 49 CFR Part 40 and 14 CFR parts 121, 135, 145 et. al., which provisions are incorporated herein by reference as if set forth in full. By acceptance of this Order, Seller represents and warrants compliance with the aforementioned regulations and will furnish proof thereof upon demand.

NON-WAIVER - Any and all failure(s) of Buyer or delay(s) or forbearance(s) by Buyer in enforcing at or for any time or times any of the provisions of this Order shall not be construed as a waiver thereof or of this clause or of Buyer’s rights of subsequent enforcement.

SERVICES TERMS

Recipients. Except as expressly prohibited in a signed writing, the services provided may be extended, at Buyer’s discretion, to a United Express carrier or an affiliate of Buyer.

Invoices. In addition to the general invoices terms set out in this Order, Buyer’s payment for any services-related invoice shall be subject to Seller’s complete and proper performance and delivery of all services and deliverables that are the subject of the invoice.

Intellectual Property Rights in Deliverables. Buyer retains title to all programs, modules, products, inventions, designs or other information provided by Buyer, or created or developed in connection with the Services, by Seller either alone or jointly with Buyer. Seller waives and releases, and hereby assigns to Buyer, any and all copyright, patent or other proprietary rights Seller may now or hereafter have to such information. The parties agree that the work performed and any deliverables developed, conceived, originated, prepared or generated by Seller, its agents, subcontractors or any other third party in connection with Seller’s performance of Services under this Agreement shall be considered a work made for hire and all rights thereto shall be owned exclusively by Buyer. Buyer may thus use, modify, and otherwise fully benefit from the deliverables as it desires without additional payment to Seller. Seller will fully cooperate with Buyer in drafting and/or executing any documents that may be necessary to fulfill its obligations under this paragraph.

Seller retains all right, title and interest in any Seller Materials (as defined below) and Buyer does not obtain ownership of Seller Materials. Seller is not restricted from re-using such Seller Materials during the course of performing services for various customers. Seller represents and warrants that it has the right to provide Buyer with such Seller Materials. Seller hereby grants to Buyer a non-exclusive, non-cancelable, royalty-free, license to use, copy, distribute, operate, process and modify Seller Materials for use in connection with Buyer’s internal business purposes.

“Seller Materials” consists of any and all proprietary concepts, reports, analyses, know-how, tools, methods, frameworks, models and documentation used by Seller in connection with the Services which Seller (i) developed prior to its receipt of this Order or (ii) develops following its receipt of this Order but which are developed solely at Seller’s cost and which are not uniquely applicable to Buyer or to the particular specifications, characteristics or functions of the Order requirements.

Warranties. Seller warrants it will perform all services in accordance with the specifications described in this Order and in a good and workmanlike and safe manner, in accordance with the professional standards currently applicable to the subject matter, with due regard to ethical business practices and legal requirements. Seller will properly supervise all phases of the services being performed to ensure completion of the services in accordance with the terms of this Order. Seller's employees will obey all rules and regulations applicable to the locations at which services are performed. Seller warrants that its personnel (including any agents and subcontractors, if permitted; collectively, “Personnel”) performing services have the legal right to work in the country where they are performing such services, and that to the best of Seller’s knowledge, such Personnel are not prohibited, by contract (e.g., non-compete with previous employer) or otherwise, from performing such services for Buyer. Seller further warrants that its personnel have executed any agreements necessary to transfer to Seller full ownership of all portions of the Deliverables that they have developed. Buyer shall have available all legal remedies. Nothing in this Warranties section or elsewhere in these Terms shall be construed to limit Buyer’s rights and remedies, including but not limited to terms of warranty, guarantee, and product support, which are available to Buyer under any separate agreement between Seller and a third party under which Buyer is a third-party beneficiary.

Seller will, at all times, exercise due care to prevent damage to Buyer's facilities and equipment. Seller will, at its expense, obtain all necessary permits and licenses and certificates that may be required in order to perform the services.

Relationship of the Parties. Seller agrees that it is an independent contractor and as such shall be solely responsible for injury to or death of persons and damage to or loss of property resulting from the quality of or manner in which work is performed pursuant to this Order. All persons performing work hereunder shall be under the exclusive care, custody, control and direction of Seller, and Seller shall have the sole right to employ, discharge and direct such persons. Seller warrants that all work shall be performed in a professional and workmanlike manner and conform to the specifications contained herein or referenced in this Order.

Subcontracting. No performance under this Order or any portion thereof may be subcontracted by Seller without the express written consent of Buyer. Whenever Seller is authorized by Buyer to subcontract (if at all), Seller shall be liable for any damages suffered by Buyer as a result of a breach of this Order or from any damage caused to Buyer by the subcontractor. Any acts or omissions of any subcontractor related to performance under this Order shall be deemed to be acts or omissions of Seller.

COMPLETE AGREEMENT - Subject to paragraph one, GENERAL, this Order, including all items incorporated herein by reference, contains the final and entire agreement between Buyer and Seller regarding the products or services listed herein, and no agreement or other understanding purporting to add to or modify the terms and conditions hereof (except as to warranties) shall be binding upon Buyer unless agreed to by Buyer in writing on or subsequent to the date of this Order.