Purchase of Capital Items Terms and Conditions

TriQuint Semiconductor, Inc. and Affiliates
Purchase of Capital Items Terms and Conditions

This Order is an offer to purchase subject to the following terms and conditions:
1.     Acceptance
Unless otherwise provided in a Master Purchase Agreement (if applicable) between TriQuint Semiconductor, Inc. (TriQuint) and the supplier (“Supplier”) whose name appears on the Purchase Order issued by TriQuint (“Order”), these Terms and Conditions govern the entire agreement between Supplier and TriQuint regarding the articles, materials, parts and services covered by the Order (“Products”, and “Services”, respectively). No additional terms or modifications to the Order proposed by Supplier in any quotation, acknowledgement, sales order, or other form of communication shall be binding on TriQuint unless TriQuint expressly agrees in writing. TriQuint’s failure to object to provisions contained in any communication from Supplier shall not be deemed a waiver of the provisions hereof. Supplier shall be bound by these Terms and Conditions and delivery dates upon the earlier of: (a) when it returns a written acknowledgement of the Order, or (b) when it ships to TriQuint any of the Products, provided that such Products are received before the Order lapses or is cancelled.
2.     Specifications
TriQuint’s General Equipment/Software Specifications and Source Inspection and Acceptance Criteria apply to each Order and will be used to determine compliance and acceptability of the Products and Services, if applicable, during source inspections and qualifications. There shall be no deviations to this requirement other than a written revision to the Order modifying or removing this requirement.  Final payment is contingent upon the Products and Services meeting the TriQuint Specifications and successfully completing the Acceptance Criteria after installation at TriQuint’s facility.

Copy Exact

TriQuint may at its discretion, waive the equipment specification requirement and instead require Supplier to provide Products delivered in the exact form and configuration as provided by Supplier in a previous order. In the event TriQuint designates an Order to be a “copy exact” Order, TriQuint will reference the prior purchase order number and/or Supplier serial number representing the Products to be copied exactly. If for any reason it is not possible for Supplier to fulfill this copy exact requirement, Supplier shall be responsible for identifying any and all differences (e.g., hardware, software and/or other) between the Products to be copied exactly and the Products being ordered now. Supplier shall be responsible to obtain a revised purchase order from TriQuint explicitly documenting these differences, signifying the acceptable deviations from the copy exact requirement. In the event Supplier fails to identify differences and/or obtain a purchase order describing these differences, Supplier will be solely responsible for any and all costs associated with making the Product an exact copy of the original Product at such time such differences are identified. TriQuint shall not be responsible for any costs associated with accomplishing this copy exact requirement other than those provided for in the Order. In the event Supplier cannot meet TriQuint’s copy exact requirements, TriQuint reserves the right to cancel the applicable Order.
3.     PreInstallation
Supplier will provide TriQuint with Supplier’s then current installation requirements, including the location space and storage needs. Supplier shall review the Pre-Installation Conditions (defined below) with TriQuint to confirm that TriQuint understands such requirements. TriQuint is responsible for the following: ensure the site's compatibility with Supplier's shipment crates; provide environmentally adequate storage space for Products upon arrival at TriQuint's facility and prior to installation; provide access to the facility to Supplier's employees for preinstallation surveys, unpacking, and installation of each system; make available TriQuint personnel in sufficient numbers and of adequate capabilities on site to assist Supplier during pre-installation, unpacking, and installation; use Supplier approved equipment, rigging, or other services to transport the Products, either assembled or in parts, to the place of installation; establish and maintain additional site conditions as indicated pursuant to Supplier’s then current installation requirements; and provide any other support or assistance as reasonably requested by Supplier (the “Pre-Installation Conditions”). If, as a result of TriQuint’s failure to comply with the Pre-Installation Conditions, Supplier is unable to complete an installation of equipment as scheduled, TriQuint and Supplier will work together in good faith to devise a plan to complete the installation.
4.     Inspection
Supplier shall maintain an inspection system acceptable to TriQuint covering all Products and Services, if applicable ordered hereunder and shall keep inspection records available to TriQuint during the performance of this Order or such longer period as may be specified in an Order. All Products and Services, if applicable ordered hereunder, and all components thereof (including raw materials and intermediate assemblies), shall be subject to inspection and test by TriQuint prior to acceptance at all times (including the period of manufacture) and places (including the premises of Supplier), in which case Supplier shall provide, without additional charge, all reasonable facilities and assistance for such inspection and test by TriQuint). In any event all Products and Services ordered hereunder are subject to final inspection and acceptance at TriQuint’s premises, notwithstanding any prior payment or prior inspection at source or elsewhere. Acceptance of any Products or Services by TriQuint shall not be deemed to alter or affect the obligations of Supplier or the rights of TriQuint under Supplier’s warranties, or to waive any latent defect. Upon written request of TriQuint, TriQuint or its designees shall have the right to access applicable areas of all facilities involved in performance of an Order and to inspect all records related thereto. This access and inspection shall be provided for the purposes of verifying quality of Products and Services, if applicable and to perform assessments/audits of Supplier’s facilities and records to determine or verify Supplier capabilities and compliance with TriQuint quality management system requirements.
5.     Installation
The Products shall be installed by Supplier in a good and workmanlike manner, provided that all the Pre-Installation Conditions stated in the Section titled “Pre-Installation” above have been met by TriQuint. In the event installation cannot be completed within ninety (90) days of the delivery of the Products due to delays caused by TriQuint, including TriQuint’s failure to comply with the Pre-Installation Conditions, Supplier may immediately invoice for any portion of the purchase price for the Products not previously paid by TriQuint without TriQuint waiving the Acceptance Criteria set out below.
6.     Acceptance Criteria
Prior to shipment, the Products will be subjected to Supplier’s standard factory-acceptance testing and any additional testing which Supplier and TriQuint may mutually agree upon, at Supplier’s factory (the “Factory Acceptance Test” or, alternatively, “FAT”). The FAT shall be performed in compliance with the Supplier’s then standard procedure and specifications (“Acceptance Test Procedure”, or “ATP”) as defined by Supplier and agreed upon by TriQuint and such other procedures and specifications directed by TriQuint and agreed to by Supplier. TriQuint will be invited to attend the FAT at TriQuint's expense. Supplier shall provide TriQuint with written verification of the system’s performance to the ATP. Upon delivery of and acceptance of such verification by TriQuint, Supplier is authorized to proceed with shipment of the system.
After onsite installation at TriQuint's premises, the system will be subjected to onsite acceptance testing which Supplier and TriQuint will mutually agree upon (the “Site Acceptance Test” or, alternatively, “SAT”). Supplier will be invited to attend the SAT. At such time as the Products meet the SAT, the installation shall be deemed to be completed (the “Final Acceptance Date"). Notwithstanding anything to the contrary in these terms and conditions, the Final Acceptance Date shall be the earlier of: (a) such time as the system meets the SAT, or (b) ninety (90) days from shipment if acceptance or use has been delayed through no fault of Supplier. Any unpaid balance of the purchase price shall thereupon become due and payable within forty-five (45) days after the Final Acceptance Date, and the warranty period shall start from the Final Acceptance Date. Minor deviations from Specifications or Acceptance Criteria, which do not affect TriQuint’s ability to effectively use the Products shall not be grounds for delayed acceptance, but shall be remedied under the terms of the applicable warranty.
7.     Pricing and Payment
Prices for the Products and Services, if applicable covered under the Order are stated in U.S. dollars unless otherwise stated on the Order, are firm and are not subject to increase by Supplier for the duration of the Order.  Terms of payment shall be net 45 days after receipt of correct invoice or date of Final Acceptance Date, whichever is later, unless otherwise stated on the face of the Order. Supplier represents and warrants that the prices charged in this Order and the terms hereof are now, and will at the time of each shipment or performance hereunder by Supplier be, no less favorable to TriQuint than the prices and terms now and then given by Supplier to its customers in transactions involving similar terms (including, but not limited to down payment and payment milestone percentages) and in comparable quantities. In the event of any price reductions during the effective period covered by a TriQuint Order which apply to similar products or services, such price reductions shall automatically reduce the unit price of the unshipped Products or Services not yet rendered by a comparable percentage at the time of the price reduction.
Payment of invoices shall not constitute acceptance of the Product and shall be subject to adjustment for errors, shortages, defects in the product or other failure of Supplier to meet the requirements of the Order. TriQuint may at any time set off any amount owed by TriQuint to Supplier against any amount owed by Supplier or any of its affiliated companies to TriQuint.
8.     Taxes
Unless otherwise provided herein, prices shown on the Order do not include any tax which may be imposed upon the sale or use of the Products and Services, if applicable, or any property or value added tax.
9.     Shipping and Packaging
Products are to be shipped DDP (Incoterms 2010) unless otherwise shown on the Order to TriQuint’s facility indicated on the Order. Supplier will itemize all freight, handling and transportation costs (if any) on Supplier’s quotation. Supplier shall pay all packaging, freight, shipping and insurance charges and shall bear all risk of loss or damage from any cause whatsoever until acceptance by TriQuint at TriQuint’s destination point and in accordance with Sections 4 and 6. Supplier agrees to take such reasonable measures as may be required by TriQuint to ensure the physical integrity and security of all shipments against the unauthorized introduction of harmful or dangerous material. Such measures may include, but are not limited to, physical security of manufacturing, packaging, and shipping areas, restrictions on access of unauthorized personnel to such areas, personnel screening, and maintenance of procedures to protect the integrity of shipments. Supplier shall mark all containers with necessary lifting, handling and shipping information, purchase order number, date of shipment, number of total boxes (e.g.,1 of 12) and, if applicable, the name of the consignee and consignor. Each shipment shall be accompanied by an itemized packing slip that includes number and weight of containers in the shipment, TriQuint’s tool ID number, purchase order number, Supplier part number or other description of the contents and the quantity shipped and industry standard bar coding. Products shall be shipped in conformance with the terms on the Order. If applicable, Electrostatic Discharge (ESD) sensitive materials will be appropriately packaged. International inbound shipments to the United States must list the harmonized tariff schedule of the United States (HTS#) on the commercial invoice.
Incoming Inspection of Products. Upon receipt by TriQuint of any Products TriQuint shall conduct an incoming inspection of the Products to verify whether TriQuint has received the quantity of the Products reportedly sent to TriQuint as indicated on Supplier’s packing list, and to detect any visible damage to the boxes or packaging of the Products. TriQuint shall notify Supplier in writing, within ten (10) business days of any delivery of the Products, of any damage to Products as delivered or any variation in the quantity delivered versus the quantity ordered. If damaged, TriQuint will so notify Supplier and Supplier will assist TriQuint in returning the damaged Products at Supplier’s expense. Subject to Sections 4 and 6, failure to provide any such notice shall constitute TriQuint’s acceptance of the Products received. At its discretion, TriQuint may also choose to have a third party perform such inspections. Payment of invoices will not be deemed acceptance of Products, but rather Products delivered will be subject to inspection, test and rejection by TriQuint.
10.     Delivery
On Time Delivery. The parties agree time is of the essence. Supplier shall deliver the Products in strict accordance with the scheduled delivery date and in the exact quantities in the Order. Supplier shall confirm the delivery date specified on the Order. Revised delivery dates are only valid if a revised purchase order is issued by TriQuint. Revised delivery dates communicated by any other method are invalid. Supplier shall notify TriQuint of any delay or potential delay in the timely performance of the Order. In the event of delay, in addition to any other rights or remedies available to TriQuint by law or under the Order, Supplier shall ship Products not delivered on time through expedited channels necessary to recover the maximum possible time lost, with Supplier paying any extra cost.
Remedies for Delay.  In the event of delay, in addition to any other rights or remedies available to TriQuint at law, in equity, or under the Order (such as rejection of the Products, cancellation of the Order or purchase of replacement product elsewhere), TriQuint may, at its sole option, (i) require Supplier to ship Products not delivered on time through expedited channels necessary to recover the maximum possible time lost, with Supplier paying any extra cost, or (ii) because of the difficulties of proof of loss, and the inconvenience or non-feasibility of otherwise obtaining an adequate remedy,collect as liquidated damages and not a penalty, the amount of one quarter of one percent (1/4%) of the price of the Products for each calendar day of delay, computed from the due date without grace period, up to an aggregated payment per individual Order of ten percent (10%) of the price of the delayed Products. TriQuint may enforce collection of any such liquidated damages by way of setoff, credit against future invoices or other method allowed by law.
11.     Changes and Cancellation
Any changes, waivers, or additions to the terms and conditions of the Order shall not bind TriQuint unless they are in writing and have been signed by a duly authorized representative of TriQuint. TriQuint shall have the right to at any time make changes within the general scope of the Order in one or more of the following: (a) drawings, designs or specifications, (b) method of shipping or packaging, (c) place of inspection, delivery or acceptance, (d) quantities, (e) price, and (f) delivery schedule, including cancellation. Any such change made at least 30 days (or such other period as may be specified as “lead time” on the Order) prior to the scheduled delivery date of any affected Products shall be without any liability or penalty of any nature whatsoever to TriQuint. Solely to the extent that any such change is made less than 30 days (or such other period as may be specified as “lead time” on the Order) prior to the scheduled delivery date of any affected items (the “Claim Items”), Supplier shall immediately take all steps necessary to minimize its costs with respect to such Claim Items. Supplier shall, within 30 days after TriQuint’s notice of such change, submit to TriQuint a written compensation claim, and Supplier’s failure to do so within such time shall constitute an unconditional waiver by Supplier of any claim for damages or losses of any nature arising from such change. Under no circumstances shall TriQuint be liable to Supplier for any consequential, incidental, indirect or special damages (including without limitation damages for anticipated or projected profits, costs of preparing claims, costs of tooling or equipment, sales or agents commissions, or attorney’s fees) arising from or in any way related to any termination of, or change to, this Order.
12.     Warranty
Supplier warrants that all Products and Services supplied hereunder and all parts and components thereof: (a) will strictly conform to all designs, specifications, drawings, samples or other descriptions furnished hereunder, (b) except solely to the extent manufactured to TriQuint’s design, will be fit for the intended purpose and free from design defects, (c) will be of good quality and free from defects in material and workmanship for a period of one year from the date of acceptance by TriQuint, and (d) except solely to the extent manufactured to TriQuint’s design, will not infringe or contribute to the infringement of any patent, trademark, copyright, or trade secret. Such warranties shall survive any inspection, delivery, acceptance or payment by TriQuint of such Products and Services, and shall survive the expiration or termination of this Order. Such warranties, together with all other express and implied warranties of Supplier, shall run in favor of TriQuint, its successors, assigns and customers. TriQuint may, in addition to all other remedies, at its option and at Supplier’s risk and expense, either return for credit or require prompt correction or replacement of any defective or nonconforming Products or parts thereof or re-performance of any defective Services. TriQuint may charge Supplier all expenses of inspecting, unpackaging, examining, repacking, storing and re-shipping any defective or nonconforming Products.
The warranty shall begin from the date of acceptance (including software). Prior testing periods of Products shall not start the running of the warranty period. Supplier agrees to repair Products or to replace any necessary parts at TriQuint’s site at no charge during the warranty period. When repairs are required the warranty period shall be interrupted for the repair period. The warranty period will resume when the Products are again in complete and full-time operation according to the Acceptance Criteria.
THE FOREGOING WARRANTY IS EXCLUSIVE OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED OR BY TRADE USAGE, IN CONNECTION WITH THE DESIGN, SALE, INSTALLATION, SERVICE OR ANY USE OF THE GOODS OR ANY PART OF THE GOODS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13.     Indemnity
Supplier shall, at its sole cost and expense, defend TriQuint against any claim, suit or proceeding alleging that the Products or Services infringe a third party patent, trademark, or copyright, issued by the country into which the Products have been initially sold, or the Services performed, or involve the misappropriation of a trade secret (hereinafter referred to as Third Party Right), and indemnify TriQuint against any final award of all costs and damages in such claim subject to other provisions in this Section.
Such defense and indemnity are each strictly conditioned upon TriQuint providing to Supplier prompt and written notice of such claim, suit or proceeding, and of a request for defense or indemnity, with full authority at Supplier’s discretion to conduct such defense, or to settle such suit or claim, and reasonable assistance and co-operation in such conduct or settlement as Supplier may request, at Supplier’s sole cost and expense.
In the event of such suit or claim, Supplier may, at its sole cost and expense, and in its sole discretion (i) obtain adequate license to such Third Party Right, or (ii) modify the Products so that they become non-infringing if the modified Products comply with the relevant requirements of this Agreement and applicable Order, or (iii) replace the Products with a substitute otherwise reasonably complying with the relevant requirements of this Agreement and applicable Order, or (iv) repurchase the Products by repayment to TriQuint of the sales price paid by TriQuint to Supplier under the Order or refund the amounts paid by TriQuint for the Services.
Supplier shall not be liable for any cost or expense of defense incurred by TriQuint in connection with any such suit or claim, without Supplier’s prior and specific authorization and consent, which shall not be unreasonably withheld. Supplier shall be under no obligation to defend, indemnify, or hold  TriQuint harmless to the extent that a third party claim, action or suit arises out of or relates to: (i) Supplier’s compliance with TriQuint’s specifications;  (ii) a combination of the Products by or on behalf of TriQuint with products, parts, or other information or materials not provided by Supplier; (iii) a modification of the Products by or on behalf of TriQuint by anyone other than Supplier or its authorized agents; (iv) a use of the Products by or on behalf of TriQuint that is inconsistent with this Agreement or Supplier’s written instructions; or (v) information, data, or other content provided by or on behalf of TriQuint and not provided by Supplier.
Each party hereto agrees to indemnify, defend and hold harmless the other from and against any claim (including without limitation attorneys’ fees and court costs) for personal injury or death or property damage resulting from the negligence, recklessness or intentional misconduct of the indemnifying party or any of its employees, contractors or agents.
14.     Documents, Data and Spare Parts
Supplier agrees that all technical information contained in documents and the data received from TriQuint for performance of this Order are received in confidence and are the proprietary property of TriQuint only, and that such information and data will not be transmitted or reproduced, used or disclosed to any person or entity by Supplier (except only its own employees solely to the extent necessary for the performance of an Order) without the prior written approval of TriQuint. Supplier will not reveal the fact that Supplier has furnished or will furnish to TriQuint the Products or Services specified herein, nor will Supplier reveal the description, quantity or pricing of any deliveries scheduled in this Order.
Discontinued Product; Spare Parts. If Supplier intends to stop offering any Product or spare parts for the Product for sale to TriQuint for any reason (“Discontinued Product”), unless a longer period is mutually agreed to by TriQuint and Supplier, Supplier will give TriQuint a minimum of one (1) year prior written notice, or if Supplier is the only TriQuint-qualified source of the Discontinued Product, a minimum of eighteen (18) months prior written notice (“End of Life Period”) of the last order date. Supplier will, make available spare parts and repair services for a period of ten (10) years after acceptance of an Order and three (3) years after notice of Products discontinuance is issued by Supplier, unless a longer period is agreed to in writing, in which case that longer period shall apply. Supplier will provide training and documentation to TriQuint as set forth in any separate, Training and Documentation Requirements in the Order.
15.     Insurance
Supplier shall obtain and maintain at its expense, during the term of any Order and for one year after the last shipment hereunder, the following minimum insurance policies:

Workers Compensation	Statutory
Employer’sLiability	$500,000
Commercial or Personal Auto Insurance	$1,000,000
Commercial General Liability
Each Occurrence	$1,000,000
General Aggregate	$2,000,000
Products/Completed Operations Annual Aggregate	$2,000,000
Personal and Advertising Injury	$1,000,000
Fire Damage	$50,000
Errors and Omissions	$2,000,000
Intellectual Property Infringement Indemnity	$2,000,000
Excess Liability (Umbrella) in excess of limits above	$5,000,000

with carriers rated A-M Best or A- and with waiver of subrogation as to General Liability and Workers Compensation. Supplier shall name TriQuint, its officers, directors, employees, or agents as additional insureds. TriQuint is to be provided with certificates of insurance with respect to the required coverages.
16.     Assignment and Subcontracting
Supplier shall not assign or transfer any of its rights, or delegate any of its duties or obligations under this Order, or subcontract any Services to be performed hereunder, or any portion thereof, without the prior written approval of TriQuint, provided, however, this restriction shall not apply to Supplier’s purchase of raw materials and standard commercial supplies in performing its obligation hereunder. Any attempted assignment in violation of this paragraph shall be null and void.
17.     Adverse Events
Supplier agrees to notify TriQuint immediately of any actual or potential event or situation affecting Supplier or its business (including but not limited to materiel or transportation shortages) which might adversely affect Supplier’s timely and full performance of this Order. No such notification shall, however, affect Supplier’s obligation of full performance hereunder.
18.     Termination
In addition to TriQuint’s right to change this Order TriQuint may at any time terminate this Order, or any then undelivered portion hereof, without liability or penalty to TriQuint, (a) upon any material breach by Supplier of any provision of this Order, including any failure to timely make any scheduled delivery, (b) if TriQuint’s inspection and/or acceptance procedures or TriQuint’s rejection rate for Products previously delivered hereunder to TriQuint (or any other information available to TriQuint, such as information as to Supplier’s sources of raw materials, equipment and labor) reveal Supplier’s apparent inability to deliver conforming Products and/or services strictly in accordance with this Order; (c) in the event that any voluntary or involuntary proceedings are filed by or against Supplier pursuant to any bankruptcy or insolvency law or (d) under any other circumstances which, under applicable law, give TriQuint the right to terminate this Order for cause. Termination under this provision shall not be deemed a breach of contract. Upon any such termination, TriQuint shall have all rights available to it under applicable law by reason of Supplier’s breach of this Order. Additionally upon any such termination, TriQuint may require Supplier to transfer title and to deliver to TriQuint in the manner, time and to the extent reasonably directed by TriQuint such completed Products, partially completed Products, materials, parts, tools, dies, fixtures, plans, drawings, information and contract rights as the Supplier has produced or acquired for the performance of its obligation hereunder and as specified by TriQuint in its request therefor. Upon such termination, Supplier shall be forthwith deemed to have granted to TriQuint a fully paid up, royalty-free, non-exclusive license under Supplier’s designs, patents, processes, drawings, and technical data to the extent required for TriQuint to manufacture (or have manufactured) the Products hereunder undelivered upon such termination, and Supplier shall forthwith upon such termination provide TriQuint with such documentation and technical assistance as may be necessary to TriQuint to effect such manufacture. Supplier shall, upon direction of TriQuint, protect and preserve property described in this paragraph in the possession of Supplier. Payment for completed Products delivered to and accepted by TriQuint under the foregoing shall be in an amount agreed upon by the Supplier and TriQuint; however, such amount shall not exceed the Order price per unit hereunder, and Supplier’s obligation hereunder to carry out TriQuint’s direction as to delivery, protection and preservation shall not be contingent upon prior agreement as to such amount. Payment for other tangible materials shall be at fair value, but in no event greater than Supplier’s book value therefore. The rights and remedies of TriQuint set forth in this provision are not exclusive, and are in addition to any other rights and remedies provided by law.
Effect of Termination.Upon the expiration or termination of this Agreement for any reason (a) each party will immediately stop using, and destroy or return to the other party, all items that contain any Confidential Information belonging to the other party, except TriQuint may retain one copy of any Confidential Information necessary for the purpose of supporting the Products; and (b) Supplier will continue to make spare parts and repair services for Products available for purchase by TriQuint on the terms and conditions of this Agreement for three (3) years after the date of expiration or termination of this Agreement.
19.     Equal Employment Opportunity and Affirmative Action
This Order incorporates by reference: (i) all provisions of 41 C.F.R. 60-1.4 and 60-2 as implemented by the Federal Acquisition Regulation (FAR) 52.222-26(b)(1)-(11) pertaining to the Equal Opportunity clause: (ii) all provisions of 41 C.F.R. 60-250 as implemented by FAR 52.222-34 to 37 pertaining to employment reports and affirmative action for disabled veterans and veterans of the Vietnam Era; and(iii) all provisions of 41 C.F.R. 60-741 as implemented by FAR 52.222-36 pertaining to affirmative action for handicapped/disabled workers. Supplier agrees to comply with any and all applicable State and Local Government Equal Employment Opportunity and Affirmative Action laws including any and all applicable statutes, rules, regulations, ordinances and other guidelines.
20.     EEO-1 Representation
If required, Supplier represents that it has submitted Standard Form 100 (EEO-1)compliance reports as required by 41 C.F.R. 60-1.7 as implemented by FAR 52.222-22.
21.     Certification of Non-Segregated Facilities
Supplier certifies that in compliance with 41 C.F.R. 60-1.8 as implemented by FAR 52-222-21, it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. Supplier agrees that breach of this certification is a violation of the Equal Opportunity clause incorporated herein. Supplier further agrees that it will either; (a) obtain certifications of non-segregated facilities from proposed subcontractors for specific time periods, or (b) obtain certifications of non-segregated facilities from proposed subcontractors before the award of any subcontracts subject to the Equal Opportunities clause; will retain such certification in its files, and forward the notice set forth in FAR 52-222-21 to proposed subcontractors.
22.     Compliance with Laws
Supplier agrees that its performance under this Order shall comply with all applicable laws, as heretofore or hereafter amended, including but not limited to the Fair Labor Standards Act of 1938 as amended and all applicable regulation, rulings, and interpretations issued there under. Supplier furthermore agrees to comply with all rules, regulations, and relevant orders of appropriate regulatory agencies concerning Equal Employment Opportunity and Affirmative Action compliance. Supplier furthermore agrees to comply with all rules, regulations, and relevant orders of appropriate regulatory agencies as OSHA, Department of Transportation, restriction of certain hazardous substances (RoHS) and the Waste Electrical and Electronic Equipment (WEEE) Directives, or any other legal or regulatory requirements as defined on the face of the Order or otherwise required by law, regulation or standard.
23.     Government Contracts
If this Order is issued for any purpose which is either directly or indirectly connected with the performance of a prime contract with the U.S. Government or a subcontract there under, each of the named clauses, as set forth in the Federal Acquisition Regulations (FAR) and Defense Federal Acquisition Regulations Supplement (DFARS) in effect on the date of this Order, is incorporated herein by reference if such clause (or any earlier edition thereof) is in said prime contract or subcontract. The clauses so incorporated herein shall apply to Supplier as though Supplier were a prime contractor and in such manner as will enable TriQuint to meet obligation arising out of the government prime or subcontract. Any Federal Acquisition Regulation clause which by its terms is required to be included in a purchase order or subcontract is hereby incorporated in this purchase order when applicable. It is understood that the term “contracting officer” or “Government” shall mean “Supplier”when applicable.
24.     Security
Supplier agrees to take such reasonable measures as may be required by TriQuint to ensure the physical integrity and security of all shipments against the unauthorized introduction of harmful or dangerous material. Such measures may include, but not be limited to, physical security of manufacturing, packaging, and shipping areas, restrictions on access of unauthorized personnel to such areas; personnel screening; and maintenance of procedures to protect the integrity of shipments.
25.     Force Majeure
In the event of an actual or potential delay or failure of performance because of acts of God, war, civil commotion, acts of government, fire, theft, corrosion, floods, water damage, lightning, freeze-ups, strikes, lockouts, differences with workers, riots, terrorist activity, explosions, quarantine restrictions, delays in transportation, shortage of vehicles, fuel, labor or materials, or malicious mischief, or other causes beyond Supplier’s control, Supplier shall immediately give notice thereof to TriQuint. In the event of any of the foregoing, TriQuint shall have the option of either; (i) extending the time for performance; or (ii) terminating the uncompleted portion of the Order at no cost to the TriQuint.
26.     Confidentiality
In the course of performance under this Agreement, Supplier may receive Confidential Information of TriQuint. Supplier agrees to disclose such information only to its employees or agents on a need-to-know basis, and further agrees not to disclose any Confidential Information to any third party without the written consent of TriQuint, not to use any Confidential Information for any other purpose inconsistent with this Agreement and otherwise to keep confidential all Confidential Information. Without limiting the generality of the foregoing Supplier agrees that the existence and terms of any Order is strictly confidential.
27.     Notice
All notices to be given or served hereunder shall be in writing either in person, by U.S. Mail postage prepaid, return receipt requested or by recognized overnight air courier service. All such notices shall be effective upon receipt and addressed as follows:
To TriQuint and Supplier at their respective addresses appearing on the Order or such other addresses the parties may advise from time to time in writing.
28.     Governing Law and Venue
This agreement shall be governed by, and construed, performed and enforced in accordance with the laws of the State of Oregon, without regard to its conflict of law principles. Any suit or action arising out of or in connection with this Agreement, or any breach hereof, shall be brought and maintained in the federal or state courts in Portland, Oregon. The parties hereby irrevocably submit to this jurisdiction of such courts for the purpose of such suit or action and hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection it may now or hereafter have to the venue of any such suit or action in any such court.
29.     Technical Representatives
The issuance of advice, approvals, or instructions by TriQuint’s technical personnel or other representatives shall be deemed expressions of personal opinion only and shall not affect TriQuint’s or Supplier’s rights and obligations hereunder. Supplier shall not make any changes or amendment to this Order except through TriQuint’s purchasing department and pursuant to an amended Order.
30.     Miscellaneous
The provisions of the Order and these Terms and Conditions shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The invalidity in whole or in part of any provision hereof shall not affect the validity of any other provision. No waiver of any provision of this Order is effective unless in writing, or shall constitute a continuing waiver. All claims for monies due or to become due from TriQuint shall be subject to deduction by TriQuint for any set off or counterclaim arising out of this Order or any other Order that TriQuint maintains with Supplier. This Order shall not be modified, supplemented, qualified or interpreted by any trade usage, prior course of dealing, or otherwise, not made part of the Order by its express terms. It is agreed that the relationship between the parties is that of independent contractors, and nothing contained herein shall be construed or implied to create the relationship of partners, joint venturers, agent and principal, employer and employee, or any relationship other than that of independent contractors. At no time shall either party make any commitments or incur any charges or expenses for or in the name of the other party.