Supplier Information

LI-COR, INC. PURCHASING GENERAL TERMS AND CONDITIONS

1. Acceptance. LI-COR shall not be bound by this Purchase Order and any attached Proposals (collectively hereinafter referred to as “Order”) until the Seller unconditionally executes and returns to LI-COR the acknowledgement copy of this Order. The Seller shall be bound by this Order and its terms and conditions when the Seller executes and returns the acknowledgement copy or delivers to LI-COR any of the items ordered. Acceptance of this Order is strictly limited to the terms set forth herein. If the Seller uses his own acknowledgement form it is agreed that any terms and conditions on such a form which modify, conflict with, or contradict any provisions of this Order shall be deemed waived. If the Seller intends not to waive any such printed terms and conditions, the Seller’s acknowledgement form shall bear on the face thereof, in letters at least ½” high, the words “This is a counter-offer.” Negotiations for mutually acceptable terms and conditions shall then be entered into and no Order shall be entered into unless and until such terms and conditions are agreed upon by LI-COR and Seller.

2. Warranty. The Seller expressly warrants that all articles, machines, devises, materials, parts and work (collectively hereinafter referred to as “Articles”) covered by this Order will conform to the specifications, drawings, samples and other descriptions furnished or adopted by LI-COR and will be new, merchantable quality, good workmanship, free from defect of material and workmanship and fit for the use intended by LI-COR. It is specifically agreed that the above warranty shall survive inspection, test, acceptance and payment. This warranty shall run to LI-COR, its successors, assigns, customers and to the users of its products. The foregoing warranties shall be in addition to all other warranties and representations given to LI-COR by the Seller.

3. Termination and Delivery. LI-COR reserves the right to terminate this Order for the default or for the failure of the Seller to comply with any of the terms and conditions of this Order. Delivery must be effected within the time stated on this Order. Time is of the essence of this Order. In the event of failure of the Seller to make such delivery within such time, LI-COR, in addition to all other rights and remedies it may have available to it, reserves the right to purchase elsewhere and to charge the Seller with any and all loss, costs and expenses incurred as a result thereof.

4. Terms. Discount period shall be construed to start on the date of LI-COR’s receipt of either the invoice or the material, whichever is later. All invoices must carry current mailing dates. It is agreed that all Federal, State and Local taxes, including but not limited to sales, use and excise taxes, that may be imposed on material and services provided herein are included in the price on the Order.

5. Prices. If a net price for any item of the Articles is not stipulated in this Order, the net price for that item shall not exceed the net price last previously quoted or charged to LI-COR for that item by the Seller within the last twelve (12) months or the lowest net price of any customer of the same class on the effective date of this Order, whichever is less. Seller warrants that the net price as stipulated in this Order or those to be charged to LI-COR, if the prices are not stipulated in either place, are as low as any net prices now given by the Seller to any other customer in the same type industry for like items in like quantities. The Seller agrees that if at any time during the pendency of this Order lower net prices are quoted or charged by the Seller under similar conditions to any other customer, such lower net prices shall be from that time substituted for the prices stipulated herein.

6. Packing Slips. An itemized packing slip bearing LI-COR’s Order number as shown hereon shall be left with the goods to insure their receipt. If delivery is to be made by a carrier, an itemized delivery ticket must be attached to the outside of the package. Each container must be marked to show the LI-COR Order number.

7. Change. LI-COR reserves the right to make changes in this Order, but in the event of such change, no additional charge will be allowed and no change will be effective unless authorized in writing by the authorized representative of LI-COR in Lincoln, Nebraska. If any such changes by LI-COR effect the delivery, quality, quantity or price, Seller shall notify LI-COR immediately and negotiations shall be entered into on the adjustment in delivery, quality, quantity or price with LI-COR and there shall be no changes in the Order until such items are agreed upon by LI-COR and Seller.

8. Patent Rights on Seller’s Design. The Seller agrees that the sale, use or incorporation into manufactured products of all Articles furnished hereunder which are not of LI-COR’s design, composition or manufacture, shall be free and clear of patent, trade secret, copyright, or trademark, right and/or claim of Seller or any third party and LI-COR acquires all right, title and interest in them, and that the Seller will indemnify and save LI-COR and its customers, and the users of LI-COR’s products, harmless from any and all costs, damages, expenses, liability and loss of any kind (including but not limited to attorney’s fees) growing out of or related to any such claims, suits, actions or proceedings alleging any claim and/or infringement, which claims, suits, actions or proceedings Seller further agrees to defend at the Seller’s expense.

9. Patent Rights on LI-COR’s Design. If the Articles ordered are to be manufactured or supplied in accordance with drawings and specifications of LI-COR or upon LI-COR’s design, the Seller agrees that LI-COR has all right, title and interest in and to such Articles and the exclusive right to make, have made, use and sell any improvements in the Articles ordered which is made or introduced by the Seller in its work hereunder.

10. Inspection. Regardless of the form or contents of any receipt given by the Seller to LI-COR at the time of delivery, and despite any payment which may have been made hereunder, all Articles delivered hereunder shall be subject to final inspection by LI-COR within a reasonable time after delivery to LI-COR. If this is a government sub-contract Order, which shall be noted on the Order, said inspection time shall be extended until thirty (30) days after inspection, test and acceptance by the United States Government. In the event of rejection, Seller shall be responsible for the removal of the rejected Articles within a reasonable time, at Seller’s expense. LI-COR will charge Seller for the cost of inspecting Articles rejected. In the event of said rejection, LI-COR reserves the right, in addition to all other remedies, to purchase the Articles elsewhere and to charge the Seller with any and all loss, damages, costs and expenses incurred as a result of or arising out of any matter connected with said rejection and additional costs and expenses incurred by LI-COR to acquire the Articles from another source.

11. Engineering Information, Tools, Etc. All designs, tools, patterns, drawings, information, and any other Property supplied by LI-COR to the Seller, or, if supplied by the Seller especially for this Order, the cost of which is included or relating to design; or, manufacture of Articles sold hereunder, shall remain the sole Property of LI-COR, and the Seller, expressly agrees that the same will not be disclosed to others or used in manufacture or design for the account of others, nor for the manufacture of larger quantities than called for in this Order. All such Property of LI-COR, together with spoiled and surplus material, shall be returned to LI-COR at termination, cancellation or completion of this Order, unless LI-COR shall otherwise direct. All Property furnished by LI-COR on this Order (except that which became normal industrial waste or was replaced at the Seller’s expense) shall be returned in the form of parts or unused material and the Seller shall be responsible for the use of reasonable care in the safeguarding of all such materials until so returned.

12. Equal Opportunity Clause. As used in the following provisions, the term contractor shall mean Seller and the term contract shall mean Purchase Order and Proposal.

During the performance of this contract, the contractor agrees as follows:

(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotions, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.

(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin.

(3) The contractor will send to each labor union or representative or workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers’ representative of the contractor’s commitments under section 202 of Executive Order 11246 of September 24, 1965 and any amendments thereto, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

(4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965 and any amendments thereto, and of the rules, regulations, and relevant orders of the Secretary of Labor.

(5) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965 and any amendments thereto, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

(6) In the event of the contractor’s noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this Order may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965 and any amendments thereto, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965 and any amendments thereto, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

(7) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965 and any amendments thereto, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for noncompliance; Provided, however, That in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

13. Insurance. The Seller agrees to be responsible for any and all bodily injury and/or property damage resulting from the Seller’s performance or failure of any responsibilities, duties and/or obligations of Seller arising out of or related to Seller’s performance of this Order and hereby represents and warrants that Seller is carrying adequate liability insurance in the minimum amount of one million dollars per occurrence with a one million dollar aggregate to cover any and all such liabilities and responsibilities. Seller also agrees to carry fire and extended coverage insurance again in minimum amounts of one million dollars per occurrence with a one million dollar aggregate and to be responsible for any of LI-COR’s Property while in Seller’s possession, and agrees to maintain same with good condition and not to dispose of the same except in accordance with LI-COR’s instructions. Further, Seller agrees to carry the applicable statutory Worker’s Compensation Insurance covering all its employees. All insurance shall be with carriers licensed to do business in the State of Nebraska. Seller shall furnish to LI-COR a current certificate of insurance for such coverage upon request. Seller also agrees to indemnify and hold harmless LI-COR from any damages, costs and expenses LI-COR incurs related to Seller’s failure to carry out and abide by its duties, responsibilities and obligations under this Order.

14. Bankruptcy. In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against the Seller, including any proceeding under the Chandler Act, or in the event of the appointment, with or without Seller’s consent, of an assignee for the benefit of creditors or of a receiver, the LI-COR shall be entitled to cancel any unfilled part of this Order without any liability or responsibility whatsoever.

15. Law. This Purchase Order and Proposal is and shall be governed by and subject to the laws of the State of Nebraska, provided, however, that the conflict of law principles of the State of Nebraska shall not apply to the extent that they would operate to apply the laws of another state. Seller further represents and agrees that he has and will continue during the performance of this Order to comply with any and all applicable state, federal and local laws and any and all rules, regulations and orders of any authorized government body, system or agency and Seller will indemnify and hold harmless LI-COR from any and all liability and responsibility which may arise out of or be in any way connected with the Seller’s failure to comply with any of the same.

16. Assignment. The Seller shall not assign, sublease or transfer all or any part of its rights, duties, responsibilities and obligations under this Order.

17. Binding Agreement. The execution and performance of this Order by each party has been duly authorized by all necessary laws, resolutions, corporate actions and government actions and this Order constitutes the valid and enforceable obligations of each party in accordance with its terms and conditions.

What is ROHS?

Working in partnership with the policy lead at BERR (The Department for Business, Enterprise & Regulatory Reform), NMO is the UK Enforcement Authority for the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations 2008 (the “RoHS Regulations”). These Regulations implement EU Directive 2002/95 which bans the placing on the EU market of new electrical and electronic equipment containing more than agreed levels of lead, cadmium, mercury, hexavalent chromium, polybrominated biphenyl (PBB) and polybrominated diphenyl ether (PBDE) flame retardants.

Manufacturers need to understand the requirements of the RoHS Directive to ensure that their products, and their components, comply.

To read more, visit www.rohs.gov.uk/