Purchase Order Terms and Conditions

1.1.        The Purchase Order (“Order”) issued by VCS to Vendor is an offer to Vendor (VCS and Vendor being those entities defined as such on the face of the Order), for the purchase of the goods (the “Goods”) and services (the “Services”) described on, or contemplated by, the face of the Order, and includes and is governed by the express terms contained on the face of the Order and these terms and conditions (collectively, the “Terms”).

1.2.        Vendor’s (i) written acceptance of the Order, (ii) commencement of work on the Goods or Services, (iii) shipment of the Goods, (iv) failure to object to the Order, in writing, within ten (10) days of receipt of the Order, and/or (v) conduct that indicates Vendor’s acceptance, including preparation for Vendor’s performance, shall constitute Vendor’s acceptance, without exceptions, of VCS’s offer. If Vendor objects, Vendor’s objections are deemed waived if Vendor subsequently commences work on the Goods and Services, ships the Goods, or commences performance of any or all the Services without an express written modification executed by VCS.

1.3.        Any acceptance of the Order is limited to and conditional upon Vendor’s acceptance of the Terms. Any proposal for additional or different terms or any attempt by Vendor to vary any of the Terms, whether in Vendor’s quotation form, acknowledgement form, invoice, correspondence or otherwise, shall be deemed material and is hereby objected to and rejected by VCS, but any such proposal or attempted variance shall not operate as a rejection of the Order if Vendor accepts VCS’s offer by commencement of work, shipment of the Goods or by other means acceptable to VCS, in which case the Order shall be deemed accepted by Vendor without any additional or different terms or variations whatsoever. The Order does not constitute an acceptance of any prior offer, quotation, or proposal by Vendor, and VCS objects to and rejects any additional or different terms in such prior offer, quotation, or proposal.

1.4.        The Order, including the Terms, constitutes the entire agreement between VCS and Vendor and, except as otherwise expressly stated in the Order, supersedes all prior agreements, orders, quotations, proposals and other communications, and there are no other understandings or agreements, verbal or otherwise. No amendments or modifications to the Order shall be binding on VCS without an express written modification executed by VCS.

3.1.        VCS agrees to purchase, and Vendor agrees to sell the Goods, and perform the Services, under the terms and conditions described in the Order and these Terms.

3.2.        Vendor has the required skill, experience, and qualifications to perform the Services, Vendor shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and Vendor shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner.

5.1.        VCS reserves the right to direct changes, or to cause Vendor to make changes, to the Goods, Services, specifications, packing, time and place of delivery or performance or method of, upon written notice to Vendor. Vendor will promptly make any such requested change. Vendor will not make any change in the Goods’ design, specifications, processing, packing, marking or shipping, price or date or place of delivery or performance without approval in a writing signed by VCS’s authorized representative.

5.2.        In order for Vendor to request a reasonable difference in Price or time for performance as a result of such a change, Vendor must notify VCS of its request in writing within five (5) calendar days after receiving notice of the change and provide VCS any additional documentation that VCS may request. Pending resolution of any dispute regarding any such adjustment, Vendor will diligently pursue the order as a change.

7.1.        Vendor agrees: (i) to defend, hold harmless and indemnify VCS, its successors and customers against claims of direct or contributory infringement or inducement to infringe any proprietary right (including without limitation any patent, trademark, copyright, moral, industrial design right or misuse or misappropriation of trade secret) and against any resulting damages or expenses, including attorneys’ and other professional fees, settlements and judgments, arising in any way in relation to the Goods and Vendor’s performance of the Order (including without limitation their manufacture, purchase, use and/or sale), including such claims where Vendor has provided only part of the Goods, and Vendor expressly waives any claim against VCS that such infringement arose out of compliance with VCS’s specifications, except to the extent such infringement is actually embodied in designs created by VCS and provided in writing to Vendor; (ii) to waive any claim against VCS, including without limitation any hold-harmless or similar claim, in any way related to a third-party claim asserted against Vendor or VCS for infringement of any proprietary right (including without limitation any patent, trademark, copyright, moral, industrial design right or misuse or misappropriation of trade secret); (iii) that VCS and its subcontractors and direct or indirect customers have the worldwide, irrevocable right to use or sell the Goods delivered under Order without payment of any royalty or other compensation to Vendor; and (iv) that manufactured parts based on VCS’s designs, drawings or specifications may not be used for Vendor’s own use or sold to third parties without VCS’s express written consent.

7.2.        Except as expressly agreed by VCS in a signed writing, all Goods or other deliverables under the Order will be original to Vendor and will not incorporate any intellectual property rights (including without limitation copyright, patent, trade secret or trademark rights) of any third party. Except as expressly agreed by VCS in a signed writing, all Goods, other deliverables under the Order and all related intellectual property rights, are owned solely by VCS.

7.3.        Vendor’s obligations under this Section 7 shall be in addition to, and shall not limit or restrict Vendor’s other obligations under the Order, Applicable Law or otherwise.

Vendor agrees to procure and maintain, at its sole expense, with solvent insurers and insurers acceptable to VCS, policies of insurance in favor of VCS in the minimum amounts set forth below:

9.1.        Worker’s Compensation Insurance in accordance with the statutory requirements of the location in which the Order is performed.

9.2.        Commercial General Liability Insurance, in occurrence coverage form, with minimum limits of $1,000,000 per occurrence. The limits may be met through primary and excess/umbrella coverage.

9.3.        Automobile Liability Insurance, including coverage for owned, hired, and non-owned automobiles and trucks used by or on behalf of Vendor providing insurance for bodily injury, liability and property damage liability with minimum limits for each type of coverage of $250,000 per occurrence.

VCS and all other Indemnified Parties shall be added as additional insureds to Vendor’s Commercial General Liability Insurance and Automobile Liability Insurance policies on endorsements acceptable to VCS. The insurance provisions herein are intended to assure that certain minimum standards of insurance protection are afforded by Vendor, and the specifications herein of any amount or amounts shall be construed to support but not in any way to limit the liabilities and indemnity obligations of Vendor. Coverage under all insurance required to be carried by Vendor will be primary insurance as to all matters arising out of or related to the obligations of Vendor arising under the Order or under applicable laws, and each policy will name VCS as an additional insured and waive subrogation against VCS and its insurers.  Vendor shall furnish to VCS certificates of insurance evidencing that proper insurance has been secured, and no monies will be deemed owed for Goods or Services performed by Vendor until the certificates are properly completed and delivered to VCS.  Vendor shall promptly notify VCS of any actual or threatened cancellation or material change with respect to any insurance policy.

Vendor recognizes that it may gain knowledge of, have access to, and have otherwise disclosed to it certain nonpublic information that is proprietary to VCS and its affiliates and which is of a secret or confidential nature (“Confidential Information”). The following information shall be considered the Confidential Information: (i) information concerning the Project, business operations of VCS or its affiliates (including but not limited to product planning, manufacturing, advertising programs, sales promotions, complaints, budgets, and forecasts); and (ii) inventions, designs, and research and development programs. Except as otherwise provided herein, Vendor shall not disclose, publish, release, transfer or otherwise make available Confidential Information in any form to, or for the use or benefit of, any third party without VCS’s prior written consent. Vendor acknowledges that the disclosure of VCS’s Confidential Information may result in irreparable injury to VCS and that VCS will be entitled to seek injunctive relief in addition to any other legal or equitable remedies that may be available. Notwithstanding the provisions of this Section 15, Vendor may disclose VCS’s Confidential Information to the extent necessary for performing Vendor’s obligations under this Agreement, provided that the recipient of VCS’s Confidential Information is subject to confidentiality terms and conditions at least as protective as provided in this Section 11.

Without VCS’s execution of a prior written consent, Vendor shall not (i) assign any of the rights or responsibilities arising from the Order and any assignment of Vendor’s rights or delegation of duties shall be void, or (ii) subcontract for the design, development, or procurement of any substantial portion of the Goods. This limitation does not apply to Vendor’s purchase of standard commercial supplies or raw materials.

15.1.     THE ORDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PRINCIPLES. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF JACKSON COUNTY, MISSOURI AND THE UNITED STATES DISTRICT COURT LOCATED IN KANSAS CITY, MISSOURI.

15.2.     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY(IES) AGAINST ANY OTHER PARTY(IES) ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE BINDING PROVISIONS OR THE RELATIONSHIP OF THE PARTIES CREATED UNDER THIS LETTER OF INTENT.