Terms and Conditions of Supply Chain

Seller and CalAmp Wireless Networks Corporation and its parent or affiliates (“Buyer”) agree to be bound by the terms and conditions contained herein (the “Terms”) which are automatically incorporated into, and essential to, each purchase order issued to Seller by Buyer (the purchase order and the Terms are referred to as the “Order”) and should be carefully read. Seller agrees to follow the shipping, invoicing and billing instructions issued by the Buyer.

  1. ACCEPTANCE: Each Order may be accepted by Seller (a) returning to Buyer a signed copy of the Order, (b) otherwise acknowledging Seller’s acceptance of the Order in writing (including email and pdf), or (c) commencing or promising shipment of the Ordered goods and services in accordance with the terms and conditions of the Order. Seller’s acceptance of each Order by acknowledgment, shipment, or other performance will be unqualified, unconditional and subject to and expressly limited to these Terms.. All previous offers by Seller are hereby rejected. Buyer will not be bound by terms additional to or different from these Terms that may appear in Seller’s quotations, acknowledgment, invoices, or in any other communications from Seller. Acceptance of materials, work or services, payment or any inaction by Buyer’s consent to or acceptance of any such terms, additional or different terms inserted in this Agreement by seller, or deletions thereto, whether by alteration, addenda, or otherwise, will be of no force and effect, unless expressly consented to by Buyer in writing. Estimates or forecasts furnished by Buyer will not constitute commitments. The price set forth in each Order includes the cost of manufacturing, packaging, labeling and shipping unless otherwise specified in the Order. Upon acceptance, the Terms of each Order will constitute the entire agreement between Seller and Buyer with respect to the subject matter of the Order, superseding all contemporaneous oral agreements and prior oral and written quotations, communications, agreements and understanding of the parties, and may not be modified or rescinded except by a writing signed by Seller and Buyer.
  2. TERMINATION FOR CAUSE: Buyer reserves the right to terminate with immediate effect, any Order or any part thereof, for cause in the event of any default by the Seller at any time prior to completion or in the event Seller breaches or fails to perform any of its obligations in any material respect, or in the event Seller becomes insolvent or proceedings are instituted by or against Seller under any federal or state bankruptcy or insolvency law or Seller ceases to operate in the normal course of business. Seller agrees not to charge or assess any form of termination charges or restocking fees upon Buyer due to the termination of any Order in whole or part. Seller agrees not to require Buyer to purchase any terminated items not completed and/or items ready to be delivered at the time written notice of termination is mailed to Seller. Further, no claims will be made for anticipatory profits or other damages resulting from termination of any Order, in whole or part. Where such termination is through the fault of Seller, Buyer, at its option, and without waiving any of its rights to recover damages or losses sustained, may accept the completed portion of an Order and pay for the same at the contract price, or may place the entire Order elsewhere and charge Seller the difference in the cost thereof to Buyer. Seller further agrees not to demand or access any termination charges of any form and to reimburse Buyer for any shipping or freight expenses billed or paid by Buyer if goods are not acceptable and must be returned to Seller. If it should be determined that Buyer has improperly terminated an Order, in whole or part, for default, then such termination will be deemed for convenience.
  3. TERMINATION FOR CONVENIENCE OF BUYER: Buyer reserves the right to terminate and Order, in whole or part, for its sole convenience. In the event of such termination, Seller will immediately stop all work on the Order, and will immediately cause any of its suppliers or subcontractors to cease such work. Seller will not be paid for any work done after receipt of the notice of the termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided.
  4. CONFIDENTIALITY AND ADVERTISING: Seller should consider all information furnished by Buyer to be confidential and will not disclose any such information to any other person, or use such information itself for any purpose other than performing an Order without first obtaining the written consent of Buyer. Seller will not in any manner advertise or publish the fact that Seller has furnished or contracted to furnish to Buyer the goods or services herein mentioned, nor will any information relating to the Order be disclosed without Buyer’s written permission. Seller will make no use of any identification of Buyer, or its affiliated companies in its advertising or promotional efforts in reference to activities undertaken by Seller under any Order without Buyer’s prior written consent. The term “identification” includes any trade name, trademark, service mark, insignia, symbol, or any simulation thereof, and any code, drawing, specification, or evidence of Buyer’s inspection. Seller agrees to remove any such identification prior to any sale, use or disposition of material or equipment rejected or not purchased by Buyer, and will indemnify Buyer and its affiliated companies against any claim arising out of Seller’s failure to do so.
  5. USE OF INFORMATION: Any specifications, drawings, sketches, models, samples, tools, computer or other apparatus, programs, technical or business information or data, written, oral or otherwise, owned or controlled by Seller (“Information”) furnished to or acquired by Seller under an Order, or in contemplation of an Order, will remain Buyer’s property. All copies of such Information in written, graphic or other tangible form will be returned to Buyer at its request. Unless such Information was previously known to Seller free of any obligation to keep it confidential, or has been or is subsequently made public by Buyer or a third party, it will be kept confidential by Seller, will be used only in performing under an Order and may not be used for other purposes except upon such terms as may be agreed upon between Seller and Buyer in writing.
  6. ASSIGNMENT AND SUBCONTRACTING: Seller may not assign an Order, or any portion thereof, except that Seller may, upon the prior written consent of Buyer, assign claims for monies due or to become due under an Order provided in such event Seller will supply Buyer promptly with 2 copies of any such assignment, and provided further, that payment to any claim will be subject to set off or recoupment for any present or future claim or claims where Buyer may have against Seller. Seller agrees to obtain Buyer’s written approval before subcontracting an Order or any portion thereof; provided however that this limitation will not apply to the purchase of standard commercial supplies or raw materials. Any attempted assignment or delegation in contravention of the above provisions will be void and ineffective.
  7. BUYER-OWNED OR FURNISHED MATERIAL: Seller assumes complete liability for any Buyer-owned or Buyer-owed or Buyer-furnished tooling, articles and materials, unless furnished to Seller on a charge basis, in connection with an Order and Seller agrees to pay for all such tooling, articles and materials spoiled by it or not otherwise satisfactorily accounted for. Title to the aforesaid Buyer-owned or Buyer-furnished tooling, articles or materials will at all times remain with Buyer. Seller is and will be an express trustee for the benefit of Buyer of all such tooling, articles and materials.
  8. BREACH OF CONTRACT: Seller will be in breach of the Terms of any Order if Seller fails to make delivery as called for in an Order, or Seller fails to perform any of Seller’s covenants and obligations set forth in an Order or should any warranty of Seller prove to be false or in the event of any of the following: insolvency of Seller, Seller’s filing of a voluntary petition in bankruptcy; filing of an involuntary petition to have Seller declared bankrupt; the appointment of a receiver or trustee for Seller’s assets; the execution by Seller of an assignment for the benefit of creditors of Buyer. The remedies provided in this section will be in addition to any other remedies provided in this section and will be in addition to any other remedies provided in law or equity.
  9. ATTORNEYS’ FEES: By the acceptance of any Order, Seller agrees that in the event that Buyer be a part of any action arising out of, from or as the result of or predicated upon an Order, Seller will pay to Buyer its reasonable attorneys’ fees and court costs incurred in connection therewith.
  10. CALIFORNIA CONTRACT AND JURISDICTION: The contract created by an Order will be construed and enforced under the laws of the State of California, County of Orange. Seller hereby consents to the exclusive application of the laws of the State of California without regard to conflicts of laws. Any legal suit, action or proceeding arising out of or relating to an Order must be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the County of Orange, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
  11. COMPLIANCE WITH APPLICABLE LAWS, FAIR LABOR STANDARDS ACT, ETC.: Seller and all persons furnished by Seller will comply at their own expense with all applicable federal, state, local and foreign law, ordinances, regulations and codes, including the identification and procurement of required permits, certificates, licenses, insurance, approvals and inspections in performance under an Order. Seller agrees to indemnify Buyer and its customers for any loss or damage that may be sustained by reason of any failure to do so. By acceptance an Order, Seller certifies that the materials and articles Ordered will be produced in compliance with all applicable requirements of the Fair Labor Standards Act of 1938 as amended, and lawful regulations and orders of the Administration of the Wage and Hour Division and the Labor Management Relations Act. Seller will comply with all export and import laws of all countries involved in the sale of goods under any Order. Seller assumes all responsibility for shipments of goods requiring any government import clearance. Buyer may terminate any Order if any government authority imposes antidumping duties, countervailing duties or any retaliatory duties on the goods.
  12. DEDUCTION AND SETOFF: Any sums payable to Seller will be subject to all claims and defenses of Buyer and Buyer may setoff and deduct against any such sums, all present and future indebtedness of Seller to Buyer. Buyer will provide a copy of the deduction taken by Buyer against Seller’s account as a result of any returns or adjustments. Seller will be deemed to have accepted each such deduction unless Seller, within 90 days following receipt of the deduction voucher, notifys Buyer in writing as to why deductions should not be made and provides documentation for the reason given.
  13. FORCE MAJEURE: Neither party will be liable to the other party for any delay or non-performance by reason of act of God, fire, explosion, flood, windstorm, earthquake, trade embargoes, governmental regulations, war, civil unrest, or any other cause beyond such party’s reasonable control (a “Force Majeure Event”). The party whose performance is affected will use commercially reasonable efforts to develop a mutually acceptable work around plan in an attempt to minimize the impact of a Force Majeure Event. If any Force Majeure Event occurs, the party delayed or unable to form will give immediate notice to the other party, stating the nature of the Force Majeure Event condition and any action being taken to avoid or minimize its effect, and the party affected by the other’s delay or inability to perform may elect to: (1) suspend the Order, in whole or part, for the duration of the Force Majeure Event condition and (2) at its option buy, sell, obtain or furnish elsewhere material or services to be bought, sold, obtained or furnished under an Order (unless such sale or furnishing is prohibited under an Order) and deduct from any commitment the quantity bought, sold, obtained or furnished for which commitments have been made elsewhere and (3) once the Force Majeure Event condition ceases, resume performance under the Order with an option in the affected party to extend the period of the Order up to the length of time the Force Majeure Condition endured, and/or (4) when the delay or non-performance continues for a period of at least 15 days, terminate, at no charge, the Order or the part of it relating to material not already shipped, or services not already performed. Unless written notice is given within 45 days after the affected party is notified of the Force Majeure Event, (4) will be deemed selected.
  14. IMPLEADER: Seller will not implead or bring an action against Buyer or its customers or the employees of either based on any claim by any person for personal injury or death to an employee of Buyer or its customers occurring in the course or scope of employment and that arises out of material or services furnished under an Order.
  15. INFRINGEMENT: The following terms apply to any infringement, or claim of infringement, of any patent, trademark, copyright, trade secret or other proprietary interest based on the manufacture, installation, normal use, lease or sale of any equipment, program, documentation, service or material (“Material”) furnished to Buyer under an Order or in contemplation of the Order. Seller will indemnify Buyer and its customers for any loss, damage, expense or liability that may result by reason of such infringement or claim, except where such infringement or claim arises solely from Seller’s adherence to Buyer’s written instructions or directions which involve the use of Material other than (1) commercial material which is available on the open market or is the same as such Material, or (2) Material of Seller’s origin, design or selection: and Buyer will so indemnify Seller in such excepted cases. Each party will defend or settle, at its own expense, any action or suit against the other for which it is responsible under this clause. Each party will notify the other promptly of any claim of infringement for which the other is responsible, and will cooperate with the other in every reasonable way to facilitate the defense of any such claim.
  16. INVOICING: Seller will (1) render single invoices, or as otherwise specified in an Order, showing Order number, through routing and weight, (2) render separate invoices for each shipment within 24 hours after shipment and (3) mail invoices to the address shown on the Order. Copies of bills of lading and shipping notice are to accompany all product/materials. If prepayment of transportation charges is authorized, Seller will include the transportation charges from the F.O.B. point to the destination as a separate item on the invoice stating the name of the carrier used. No minimum billing charges are permitted unless expressly authorized in the Order.
  17. INSURANCE: If and when requested by Buyer, Seller agrees to procure, at Seller’s sole cost and expense, a policy or policies of insurance in form satisfactory to the Buyer wherein Buyer will be named insure, insuring all property on Seller’s premises owned by Buyer against loss or damage resulting from fire (including extended coverage), malicious mischief and vandalism. Satisfactory evidence of procurement and existence in full force and effect of such insurance will be submitted to Buyer prior to the first shipment of goods and thereafter, upon request by Buyer. Seller will obtain adequate insurance to cover its liability under each Order and will provide copies of the applicable certificate(s) of insurance naming Buyer as an additional insured, prior to the first shipment of goods and thereafter, upon request of Buyer. Seller agrees that Seller, Seller’s insurance(s) and anyone claimed by, under or in Seller’s behalf will have no claim, right of action or right of subrogation against Buyer and its customers based on any loss or liability insured against under the foregoing insurance. Seller and Seller’s subcontractors will furnish prior to the start of work certificates or adequate proof of the foregoing insurance including, if specifically requested by Buyer, copies of the endorsements and insurance policies. Buyer will be notified in writing at least 30 days prior to cancellation of or any change in the policy.
  18. PACKAGING AND TRANSPORTATION: Unless otherwise specified, goods are purchased F.O.B. destination. Deliveries will be made as specified, without charge for boxing, crating, storage or any other charges unless otherwise specified. Material will be suitably packed to assure against damage from transportation and weather and to secure lowest transportation costs in accordance with requirements of common carriers. Buyer’s Order numbers and symbols must be plainly marked on all invoices, packages, bills of lading and shipping orders. Packing list will accompany each box or package shipped showing Buyer’s Order number, item number and description of materials. Buyer’s count or weight will be final and conclusive on shipments not accompanied by packing list. Shipping receipts or bills of lading will be sent to Buyer on date material is shipped. Invoices will be mailed in original only to the attention of Buyer’s Accounting Department immediately after each shipment. Extra freight and/or cartage charges resulting from routing differing from Buyer’s instruction will be charged to Seller’s account. No substitutions of goods or services will be made without authorization of Buyer. Seller will make no package quantity change on any Order without written authorization of Buyer.
  19. PATENT INDEMNITY: Seller on behalf of itself, its successors and assignees, warrants that the material and goods Ordered, unless made pursuant to specifications furnished by Buyer, do not and will not infringe any patents granted by the United States of America or any country foreign thereto, nor any trademark, or trade name, and Seller covenants and agrees to indemnify and hold harmless Buyer, its affiliates, its successors, assignees, customers and users of its products against any and all claims, demands, expenses and liabilities arising from or attributable to such infringement, and Seller agrees to defend, at its own expense, and at no expense to Buyer, any such claims whether justified or unjustified or at the option of Buyer to permit and assist Buyer in the defense thereof, and to pay all reasonable attorneys’ fees, court costs and other expenses sustained by Buyer or its customers in defense thereof.
  20. PATENT RIGHTS: When payment is made for experimental, development, or research work, as such, to be performed in accordance with special requirements of the Buyer, Seller agrees to disclose and on request to assign to Buyer, each invention resulting therefrom. All proprietary rights embodied in design, tools, patterns, drawings, information, equipment, and schematics supplied by Buyer under an Order are reserved and their use is restricted to the work to be performed hereunder. Seller will not disclose any details connected with an Order to any third party except as may be required to insure performance, without first obtaining the written consent of Buyer.
  21. PRICES: An Order must not be filled at higher prices than shown on the Order. Seller warrants prices in the Order are as low as any (net) price given by Seller to any other similar customer for like material. Seller will give Buyer benefit of any price declines prior to date of shipment.
  22. RISK AND LOSS: Buyer will not be liable nor obligated to pay for goods shipped until received at the “Ship To” location of Buyer indicated on the face hereof and in good condition. Buyer will have the right to determine the “good” condition of the merchandise or parts by reserving the right to inspect the goods at the time and place of delivery before accepting them.
  23. SELLER’S GENERAL INDEMNIFICATION OF BUYER: Seller will reimburse, indemnify, defend, and hold harmless, Buyer, its affiliates, its successors and assignees from and against any and all obligations, liabilities, actions, causes of action, losses, damages, penalties, including, but not limited to, claims of infringement of patents, copyrights, trademarks, unfair competition, bodily injury, property or other damages, arising out of any use, possession, consumption or sale of said goods or arising out of any breach of warranty, express or implied, on the part of the Seller. If any goods or services are defective, unsuitable, misshipped, do not conform to all terms of the Order and all warranties implied by law, Buyer may, at its option, return the goods to Seller for full credit or refund of the purchase price and may charge Seller such price and the cost of any incurred inbound and outbound freight and any reasonable handling, storage and inspection charge.
  24. STATEMENT OF ACCOUNT AND TERMS: A statement of account must be sent to Buyer’s Accounting Department as soon as possible after the first of each month. Delays in receiving statement or invoices, and also errors and omissions on statement will be considered just cause for withholding settlement without losing any applicable discount privileges. Payment will be made in accordance with the terms on the face hereof, however if payment terms are left blank then Buyer will have 60 days from receipt of goods and services to make payment. Notwithstanding the foregoing, payment will be due only upon Seller’s full and faithful performance in accordance with the terms and conditions of an Order. Payment may be made by business check, unless otherwise specified.
  25. TIME OF ESSENCE: Time is of the essence in any Order. The goods and services will be delivered on or before the close of business on the day specified on the Order or according to the schedule thereon stated. Buyer will have the right to demand all of the goods or services at one time during the schedule period or in portions, as directed by Buyer, from time to time during that period. Seller’s failure to meet any arrival date will constitute a material breach of the Order, as a result of which Buyer may terminate the Order.
  26. VARIATION IN QUANTITY: Buyer assumes no liability for material produced, processed or shipped in excess of the amount specified in an Order.
  27. CHANGES: The goods to be furnished hereunder are to be specifically manufactured in accordance with Buyer’s specifications; Buyer may by written request make changes to specifications. Any difference in price or time for performance resulting from such change will be equitably adjusted and the request modified in writing accordingly.
  28. WARRANTY: Seller warrants and represents that the goods shipped will (a) be free of defects in design, workmanship and materials, including, without limitations, such defects as could create a hazard to life or property; (b) conform in all respects with all applicable federal, state and local laws, orders and regulations, including, but not limited to, those regarding occupational safety and health; (c) not infringe or encroach upon Buyer’s or any third party’s personal contractual or proprietary rights, including patents, trademarks, copyrights, rights of privacy or trade secrets; (d) conform to all of Buyer’s specifications, if any, delivered to Seller, which may change from time to time. If Buyer was shown any sample of the goods, Seller warrants that the goods shipped will be of equal or superior quality thereto. Seller will within 3 business days of Seller’s receipt of notice concerning nonconformance to the warranties provided in an Order in the goods, associated equipment or materials, commence corrective action to make good the defect or nonconformance, or if the corrective action is unknown, commence an investigation of the nonconformity, whether such defect or nonconformance is discovered before or after inspection and acceptance by Buyer of such goods or associated equipment or materials. In the event of a failure by a part or goods during the period it is under warranty, Buyer will return the non-performing part or goods to Seller at Seller’s cost and expense and Seller will, at Buyer’s option either repair and return such non-conforming part or goods or replace such non-performing part or goods with a new part or goods. Removal and reinstallation of the part or goods will be at the sole expense of Seller.
  29. COUNTERFEIT MATERIALS: Seller will only use sources approved by Supplier’s supply chain management. Seller will utilize a documented counterfeit parts management process as provided in this Section for containment of counterfeit items and notification to Buyer when such items are discovered. This process will prevent return of counterfeit items to the supply chain. The processes at Seller related to purchasing will include the following; (1)The assessment of potential sources of supply which include electronic parts, assembly, and equipment suppliers to determine the risk of receiving counterfeit parts will be completed utilizing form 5406. Assessment actions may include the utilization of surveys and audits information from the review of product or suppliers alerts (e.g., GIDEP, ERAI), and review of supplier quality data to determine past performance. An Independent questionnaire may also be utilized to gather further information on a supplier’s equipment, test, and inspection and quality systems, (2) Seller will maintain a register of approved suppliers, including the scope of the approval, to minimize the risk of counterfeit parts supply, (3) The specification of a preference to procure directly from; original component manufacturers or their authorized suppliers and those who are on the approved supplier register is Seller’s policy, (4) Assurance that approved and ongoing sources of supply are maintaining effective processes for mitigating the risks of supplying counterfeit electronic parts, (5) The assessment and mitigation of risks of procuring counterfeit parts from sources other than the OCM or it’s authorized suppliers, (6) The specification of supply chain traceability to the OCM or aftermarket manufacturer that identifies the name and location of all of the supply chain intermediaries from the part manufacturer to the direct source of the product for the seller, and (7) Specifications and applicable requirements will be flowed down to the applicable suppliers and their sources on all Orders.
  30. CONFLICT MINERALS: Buyer seeks to comply with the goals and objectives of Section 1502 of the Dodd-Frank Act which aims to prevent the use of conflict minerals (tantalum, tin, gold and tungsten, or “3TG”) that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo and adjoining countries (collectively, the “DRC”). Therefore, Seller represents that it has adopted policies and systems to validate, to the extent possible, sourcing and chain of custody of such materials. Seller will provide its most recent supporting data on its supply chain on 3TG upon Buyer’s request but no less than each calendar year.
  31. EQUAL EMPLOYMENT OPPORTUNITY: The Seller will comply with the provisions of the Equal Employment Opportunity, Affirmative Action for the Physically and Mentally Handicapped and Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era Acts, the provisions of Section 202 of Executive Order 11246, Executive Order 11701, Section 2012 of the Vietnam Era Veterans Readjustment Act of 1974, Section 503 of the Rehabilitation Act of 1973 as amended, and the American with Disabilities Act of 1990. All rules and regulations relating to the foregoing are hereby incorporated by reference and Seller represents by acceptance of an Order that it will comply with such Executive Orders, Acts, rules and regulations, and amendments thereto to the extent the same are applicable. The Seller will also abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that suppliers take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.
  32. LIMITATION OF LIABILITY: Nothing in any Order will exclude or limit (a) Seller’s liability under Sections 15, 19, and 23 hereof, or (b) Seller’’ liability for fraud, personal injury or death caused by its negligence or willful misconduct. Buyer’s maximum liability to Seller will not exceed the aggregate amount actually paid or payable under an Order.
  33. WAIVER: No waiver by either party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  34. CUMULATIVE REMEDIES: The Buyer’s rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
  35. NOTICES: All notices, request, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
  36. SEVERABILITY: If any term or provision of an Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of the Order or invalidate or render unenforceable such term or provision in any other jurisdiction.
  37. SURVIVAL: Provisions of an Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Order including, but not limited to, the following provisions: Set-off, Warranties, General Indemnification, Intellectual Property, Indemnification, Insurance, Compliance with Laws, Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.