Skip to main menu Skip to main content Skip to footer

Vendors Terms & Conditions of Use

Terms and Conditions of Use

Effective Date: January 2022

1. Acknowledgment and Acceptance.

This purchase order shall become a binding contract upon Supplier’s acceptance by any lawful means, including but not limited to Supplier’s (a) written acceptance of the acknowledgment copy of this purchase order or other written acceptance hereof, (b) timely delivery of goods, equipment or materials (the “goods”) that are the subject of this purchase order, (c) beginning of requested performance, or (d) acceptance of any payment under this purchase order. This purchase order is the complete agreement between CLEAR-COM and Supplier with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, communications and agreements with respect thereto. No modifications, alterations or amendments of this purchase order shall be effective unless in writing and duly signed by both parties. Any acceptance by Supplier stating different or additional terms from those stated in this purchase order shall operate as an acceptance by Supplier, but all such additional or differing terms shall be deemed material alterations, as to which notice CLEAR-COM’s objection is hereby given, and no such differing or additional terms in Supplier’s acceptance shall be binding or effective unless expressly agreed to in writing by CLEAR-COM.

2. Warranties

Supplier warrants that all goods hereunder shall be new (unless otherwise specified by CLEAR-COM), merchantable, free from defects in workmanship, materials and design (except, as to defects in design, where such design has been provided solely by CLEAR-COM), fit for the purposes to which Supplier reasonably knows or should know such goods shall be put, shall conform to this purchase order, their published specifications and samples, shall be free from claims or liens of third parties, including without limitation any mechanics liens or other encumbrances, and shall not infringe any patent, trademark, copyright, trade secret or other intellectual property rights. With the respect to any goods which fail to comply with the foregoing warranties, Supplier shall accept return of such goods from CLEAR-COM or its customers (at Supplier’s expense), and at CLEAR-COM’s option (and Supplier’s expense) promptly: (a) repair such goods to make them conforming and return them; or (b) replace such goods with goods which do so conform and return them; or (c) refund all amounts paid to Supplier for such non-conforming goods. CLEAR-COM shall have no liability for any returned goods, and Supplier shall bear all liability, responsibility and expense therefor. CLEAR-COM’s approval of Supplier’s materials, design or manufacturing or other processes shall have no effect on the foregoing warranties.

3. Compliance with Laws

Supplier agrees that all goods have been manufactured and/or produced in compliance with all applicable statutes, rules, regulations and orders of all national, federal, state, provincial and local governments or governmental authorities.

4. Inspection

All goods shall be received subject to CLEAR-COM’s final inspection for approval or rejection, notwithstanding prior payment therefor. CLEAR-COM reserves the right for itself and its customers to enter Supplier’s premise at any reasonable times to audit the in-process quality of the goods and to monitor Supplier’s progress toward meeting the schedule set forth in this purchase order for the delivery of the goods.

5. Tools and Equipment

Supplier’s tools, dies and equipment used in connection with Supplier’s performance under this purchase order shall not be sold or disposed of without CLEAR-COM’s prior written consent. Any change in tools, dies and equipment resulting from a change in design or specifications of the goods covered by this purchase order will be paid for by CLEAR-COM only if such change is expressly authorized in a written change order issued by CLEAR-COM. Tools, dies and equipment provided by CLEAR-COM or purchased from Supplier by CLEAR-COM shall remain the property of CLEAR-COM and shall be kept in good working condition, normal wear and tear excepted. CLEAR-COM shall have the right to enter Supplier’s premises at any reasonable time to inspect such tools, dies and equipment and Supplier’s records with respect thereto.

6. Design Rights

CLEAR-COM shall at all times have and retain title to and ownership of all designs, drawings and specifications provided by CLEAR-COM to Supplier in connection with this purchase order. Supplier agrees to use such designs, drawings and specifications only in connection with this purchase order and not to disclose the same to any other person, firm or corporation, except governmental inspectors, without obtaining the prior written consent of CLEAR-COM.

7. Delivery

The time (or times, if delivery is to be in installments), method and place specified in this purchase order for shipment or delivery of goods are of the essence of this purchase order.

8. Cancellations

CLEAR-COM may at any time cancel or suspend this purchase order, or any part thereof, without cause upon (5) five days’ written notice to Supplier specifying the effective date and the extent of such cancellation or suspension. Upon receipt of such notice, Supplier shall to the extent directed by CLEAR-COM immediately terminate all work on this purchase order, the goods and any contracts entered into by Supplier pursuant hereto and take all actions reasonably designed to reduce its costs and mitigate its losses in connection with this purchase order. If CLEAR-COM cancels this purchase order without cause, CLEAR-COM shall reimburse Supplier for Supplier’s reasonable, documented, provable expenses that are properly allocable to or result from such cancellation.

9. Insecurity

If because of Supplier’s financial condition or any other reason, CLEAR-COM determines that there are reasonable grounds for insecurity in respect of Supplier’s performance hereunder, CLEAR-COM shall so notify Supplier in writing. If within the time specified in such notice, Supplier has not provided CLEAR-COM assurance acceptable to CLEAR-COM of Supplier’s willingness and ability to render such performance, Supplier shall be deemed to be in default hereunder, and CLEAR-COM may, in addition to all other remedies available to it, and without any liability to Supplier cancel this purchase order or any portion hereof not then performed.

10. Risk of Loss

Damage or loss to the goods shall be at Supplier’s risk until such goods are received by CLEAR-COM from the last carrier or shipper, unless otherwise agreed in writing by CLEAR-COM.

11. Changes

CLEAR-COM may at any time make changes in this purchase order, but if any such change would cause a delay in time for performance, or an increase in price, Supplier shall notify CLEAR-COM immediately and such changes shall be made only if authorized by a written change order issued by CLEAR-COM.

12. Services

If Supplier is to perform services for CLEAR-COM under this purchase order, Supplier agrees to provide CLEAR-COM with satisfactory evidence of adequate property damage, public liability and workers compensation insurance before commencing performance of such services.

13. Indemnities

Supplier shall protect, defend and indemnify CLEAR-COM and CLEAR-COM’s customers and hold them harmless from and against any costs, expenses, losses, damages or liabilities (including attorney’s fees) arising from or related to any claim, demand, threat, suit or proceedings regarding any of the following (each, a “Claim”): (a) any actual or alleged infringement of any patent, copyright, trade secret, trademark, mask work or other third party right arising from or related to the use or sales by CLEAR-COM or use by CLEAR-COM’s customers of any goods furnished hereunder; (b) any alleged defect in the goods, whether latent or patent, including without limitation any failure of goods to comply with their published specifications; (c) any breach of this purchase order, including without limitation any breach of warranty hereunder. CLEAR-COM shall notify Supplier of any such Claim and Supplier shall defend or settle, at its own expense, each and every such Claim. If an injunction restricting CLEAR-COM’s or its customers rights with respect to any goods issues or appears reasonably likely to issue as a result of such a Claim, Supplier agrees at its expense and at CLEAR-COM’s sole option, to either: (w) procure for CLEAR-COM the right to continue using such goods; (x) replace such goods with non-infringing goods; (y) modify the goods to become non-infringing; or (z) refund to CLEAR-COM the amount paid for such goods.

14. Remedies, Modifications and Waiver

Remedies herein provided shall be cumulative and additional to any other remedies provided under applicable law. No amendment, modification or waiver of any provisions hereof shall be binding upon CLEAR-COM unless set forth in writing and signed by an officer of CLEAR-COM. A waiver of any right or obligation set forth herein on one occasion shall not be deemed a waiver of any other right or obligation or of the same right or obligation on any other occasion.

15. Non-Assignment

Supplier shall not delegate its duties or performance hereunder or assign its right to any payment not yet earned without CLEAR-COM’s prior written consent.

16. Governing Law

The validity, construction and effect of the provisions of this purchase order, and the purchase and sale herein contemplated, shall be governed by and construed according to the laws of the State of California without reference to principles of conflicts of law.

17. Parts/Assemblies Made To CLEAR-COM Drawings

Goods that are manufactured or produced based on drawings or specifications provided by CLEAR-COM: (a) shall be adequately packaged to preclude shipping/handling damage and identified to reflect the CLEAR-COM part number as indicated on this purchase order; (b) shall not be changed, including but not limited to, any design change or any change to material, tooling and/or processing without CLEAR-COM’s prior written approval; and, if known by Supplier to be nonconforming, i.e., not in compliance in all respects with requirements specified in the purchase order, drawings, specifications or other descriptions, shall not be shipped without CLEAR-COM’s prior written approval. Review of nonconforming goods shall be directed to CLEAR-COM Supplier Quality through CLEAR-COM’s Purchasing Waiver Approval Requisition Form.

18. Affirmative Action

This contractor and subcontractor shall abide by the requirements of 41 CFR sections 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.