Vendor Terms and Conditions

These terms and conditions (the “Terms”) govern PIC USA, Inc. and its affiliates (collectively, “PIC”) purchase of products and/or services listed on the purchase order (“Products/Services”) from the person or entity listed on the purchase order (“Vendor”). By accepting an order from PIC or providing PIC products and/or services, Vendor agrees to bound by these Terms. PIC reserves the right to make changes to these Terms from time to time.

Vendor shall provide the Products/Services and shall deliver any deliverables listed on the purchase order (“Deliverables”) to PIC under these Terms. As consideration for the Products/Services, PIC shall pay Vendor the amounts listed in the purchase order (“Fees”). Unless otherwise agreed by the parties in writing, the Fees shall be payable in United States Dollars. Vendor shall be responsible for collecting and remitting all taxes due in connection with Vendor’s sale of Products/Services. Vendor shall not be entitled to payment from PIC for any expenses or costs incurred by Vendor except to the extent specifically itemized in the purchase order or authorized in advance in writing by PIC. Reimbursable expenses shall be on a pass-through basis without mark-up or process fee of any kind. Invoices shall contain sufficient descriptions of activities performed and Products delivered in the billing period, with such supporting information as reasonably required by the PIC for its internal accounting purposes. Unless otherwise set forth in writing between the parties, PIC will pay all undisputed invoices within 60 days of receipt. Unless expressly stated otherwise in writing between the parties, all Products/Services must be fully completed, delivered, and accepted prior to payment. PIC may set off monies owed to the Vendor against monies due from Vendor under these Terms or under any other contract between an PIC Affiliate and Vendor.

Vendor expressly warrants that: (i) all Products/Services shall conform strictly to the specifications and descriptions set forth in the purchase order; (ii) all Products/Services shall be performed and delivered in a professional and workmanlike manner in accordance with the best industry practices; (iii) each of its personnel assigned to provide Products/Services shall have the proper skill, training, licensing, and experience so as to be able to provide such Products/Services in a competent and professional manner; (iv) the Products/Services shall not be in violation of any applicable law, rule, ordinance and regulation; and (v) neither the Products/Services nor the Deliverables shall violate or in any way infringe upon the rights of third parties, including but not limited to: property, contractual, employment, privacy or Intellectual Property Rights. Time is of the essence in the performance and delivery of the Products/Services. The warranties provided in these Terms are in addition to all warranties contained under the law and shall survive any inspection, delivery, acceptance or payment. Vendor shall extend all warranties that it receives from its suppliers to PIC and its customers. In the event that the Products/Services or Deliverables breach the warranties set forth above or are otherwise unacceptable to PIC, they shall be re-performed or re-delivered to the satisfaction of PIC.

PIC is, and shall be, the sole and exclusive owner of all right, title and interest in and to any Deliverables, including all Intellectual Property Rights therein. Vendor agrees, and will cause its personnel to agree, that with respect to any Deliverables that qualify as “work made for hire” as defined in 17 U.S.C. §101, such Deliverables are work made for hire for PIC. To the extent that any of the Deliverables do not constitute work made for hire, Vendor hereby irrevocably assigns, and shall cause the personnel to irrevocably assign, to PIC, without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. The Vendor shall cause its personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such personnel may now or hereafter have in any jurisdiction to “moral rights” with respect to the Deliverables. As used herein, “Intellectual Property Rights” means all (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Upon the request of PIC, Vendor shall, and shall cause its personnel to, promptly take such further actions, including execution and delivery of all appropriate assignments and documents, as may be necessary to assist PIC to prosecute, register, perfect or record its rights in or to any Deliverables.

PIC and its licensors are, and shall remain, the sole and exclusive owner of all right, title and interest in and to any documents, schematics, specifications, data, know-how, methodologies and other materials provided to Vendor by or on behalf of PIC (“PIC Materials”), including all Intellectual Property Rights therein. Vendor shall not use any PIC Materials except solely to the extent necessary to provide the Products/Services to PIC. All other rights in and to the PIC Materials are expressly reserved by PIC. Vendor shall keep the PIC Materials confidential and shall not disclose them without PIC’s written consent.

Vendor shall indemnify PIC and its officers, directors, employees, agents, successors and permitted assigns (each, an “PIC Indemnified Party”) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder arising out of or resulting from any third party claim, suit, action or proceeding arising out of or resulting from: (a) bodily injury, death, or damage to real or tangible personal property resulting from the acts or omissions of Vendor or its personnel; (b) the Products/Services or Deliverables or the PIC Indemnified Party’s receipt or use thereof infringes any Intellectual Property Right of a third party; and (c) Vendor’s breach of these Terms.

All rights and remedies provided in these Terms are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise.

The relationship between the parties is that of independent contractors. Nothing herein shall create any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Vendor shall at all times be solely liable for the acts and omissions of its personnel. At no time will Vendor’s personnel be deemed an employee of PIC and PIC will not be responsible in any manner for any salaries or compensation whatsoever of Vendor’s personnel. Vendor shall provide, at its sole expense, Worker’s Compensation insurance as required by law for all personnel.

These Terms, together with any non-disclosure agreement and/or purchase order executed by the parties, and any other documents incorporated herein or therein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. These Terms may only be amended, modified or supplemented by an agreement in writing signed by each party. Any additional or conflicting terms listed on Vendor’s order forms, invoices, website, or elsewhere are expressly rejected by PIC and shall have no effect.  No waiver by any party of any of the provisions of these Terms shall be effective unless explicitly set forth in writing and signed by the waiving party. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms shall operate or be construed as a waiver; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise or the exercise of any other right, remedy, power or privilege. If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

These Terms shall be interpreted exclusively according to the laws of the State of Tennessee, United States of America, without giving effect to any principles of conflicts of law. Any action at law or in equity arising out of or relating to these Terms may be instituted only in the Federal or state courts located in Sumner County, Tennesee. Vendor and PIC consent and submit to the personal jurisdiction of those courts for the purposes of any action related to these Terms and to extra-territorial service of process and waive any venue objection, including forum non-conveniens.  The Parties agree that these Terms and related documents be drawn up in the English language only.  Les Parties aux présentes ont convenu que cette entente et les documents s’y rattachant soient rédigés en langue anglaise seulement.