Standard Terms and Conditions

1. These standard terms and conditions (Terms and Conditions) are the exclusive agreement between Vix and Supplier for the Goods and Services purchased under a Purchase Order (as defined herein)

Any of the following shall constitute Supplier’s unqualified acceptance of these Terms and Conditions (a) acknowledgement of a Purchase Order. (b) furnishing of any goods under a Purchase Order, or (C) acceptance of any payment from Vix. Additional or different terms and conditions proposed by Supplier shall be void and of no effect unless accepted in writing by Vix. In the event of a conflict between a Supplier’s terms of acceptance and the Terms and Conditions, the Terms and Conditions shall govern unless the parties mutually agree in writing to the Supplier’s proposed terms.

2. Definitions

a. “Affiliates” means, with reference to a party, any company or other legal entity which: (i) controls either directly or indirectly, a Party; or (ii) is controlled, directly or indirectly, by a party; or (iii) is directly or indirectly controlled by a company or entity which directly or indirectly controls a party. For these purposes, “control” means the right to exercise more than fifty percent (50%) of the voting or similar right of ownership; but only for so long as such control shall continue to exist.

b. “Goods” means the goods, materials, hardware, products being purchased or to be supplied as specified in a Purchase Order.

c. “Intellectual Property” means all patents, rights to, copyright and related rights, trademarks, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered in any part of the world.

d. “Purchase Order” means the agreement between Vix and the Supplier for the purchase of goods and/or services from Vix by the Supplier.

d. “Supplier” means any person or company having a contract for the supply of Goods to Vix as identified in the Purchase Order.

f. “Services” means any services performed on behalf of Vix as identified in the Purchase Order.

g. “Vix” means the Vix Technology UK Ltd., Vix Technology (USA) Inc, Vix Technology AB, Vix Technology (Aust) Pty Ltd or any Vix entity or Affiliates purchasing Goods or Services from Supplier.

3. Purchase Order Identification

Purchase Order number must appear on all invoices, bills of lading. packing slips, cartons, and correspondence sent to Vix by Supplier.

4. Delivery

Time is of the essence in the performance of the Purchase Order. If Supplier fails to make available or provide the goods within the delivery schedule stalled on this Purchase Order. together with associated shipment documentation (including, without limitation, bills of lading, airway bills and commercial invoices) as are specified in the Purchase Order, Vix reserves the right to cancel the Purchase Order without liability and charge to Supplier for any costs incurred as a result of Supplier’s failure of delivery within the delivery schedule specified.

5. Price and Payment

The price of the Goods and/or Services is the price stated on the Purchase Order. The Supplier must attach the acknowledged delivery receipt and a copy of the Purchase Order to the invoice and forward all documents to the Finance/Accounting Department of Vix for payment processing. Unless otherwise stated in the Purchase Order, Vix shall pay all properly invoiced/billed amounts due to Supplier within thirty (30) calendar days after receipt of such invoice or billing statement, except for any amounts disputed by Vix. Supplier must issue an official receipt to evidence payment by the Vix. Vix shall have no obligation to pay any invoice/billing statement issued more than ninety (90) calendar days after delivery and acceptance of all the Goods stated in the Purchase Order.

6. Changes

Vix reserves the right at any time to make changes to the Purchase Order or any part thereof upon written notice to the Supplier. No change to or modification of the items, specifications, terms, conditions and prices appearing in a Purchase Order shall be binding upon the parties unless expressly agreed to in writing by the Seller and Vix.

7. Inspection and Acceptance

a. Vix or its representative shall have the right to inspect and/or test the goods at no extra cost to Vix at the premises of the Supplier, at the point of delivery or at the destination. The Supplier shall facilitate such inspections and provide required assistance.

b. Vix shall have 30 calendar days after receipt of the goods purchased to inspect them and either accept or reject them as non-conforming with this Purchase Order. Based on an inspection of a valid sample, Vix may reject the entire delivery. Vix may also charge the cost of inspecting rejected goods to Supplier. All rejected goods will be returned to Supplier, at Supplier’s sole cost.

c. In the event the Goods delivered by the Supplier do not conform with the Purchase Order, whether by reason of not being of the quality or in the quantity or measurement stipulated or being unfit for the purpose they are required, Vix shall have the right to reject such Goods within a reasonable time of their delivery and inspection and to purchase the Goods elsewhere and to claim for any additional expense incurred without prejudice to any other right which Vix may have against Supplier. Any prior payments made by Vix shall not prejudice the Vix’s right of rejection. Acceptance of any part of the Purchase Order shall not bind Vix to accept future shipments of non-conforming Goods, nor deprive it of the right to return non-conforming Goods. At Vix’s sole option, it may cancel a Purchase Order for rejected Goods, obtain a refund, or require Supplier to repair or replace such Goods without charge and in a timely manner. Supplier shall be liable for all costs incurred by Vix to return rejected Goods.

d. Title to the goods shall pass when they are delivered and accepted by Vix. Risk of loss, injury, or destruction of the goods shall be borne by Supplier until title passes to Vix.

8. Supplier’s Warranties and Obligations

Supplier represents and warrants that:

a. Supplier warrants that Goods and Services correspond with the description in a mutually agreed Purchase Order and any applicable specifications are new (unless otherwise indicated in the Purchase Order), of good and merchantable quality and fit for any purpose made known to Supplier by Vix expressly or by implication, and in this respect Vix relies on the Supplier’s skill and judgment and are free from defect in material and workmanship. This warranty shall remain valid for twelve (12) months after the Goods have been delivered to and accepted at the final destination. Vix’s continued use of such Goods or Services after notifying Supplier of their defect or failure to conform will not be considered a waiver of Supplier’s warranty.

b. Supplier warrants that it sells the Goods to Vix free from all liens and encumbrances and with full title guarantee (unless otherwise expressly stated in the Purchase Order).

c. Supplier warrants that use of Goods or Services by Vix does not and will not give rise to any infringement or misappropriation of any Intellectual Property right of any third party.

d. Supplier shall ensure that Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition and the Supplier shall deliver Goods to Vix during Vix’s usual business hours or those otherwise agreed to between the parties.

e. Supplier warrants that it will comply with applicable laws and regulations in supplying Goods or Services, including without limitation all import, export, environmental and data privacy laws and regulations; and (iii) any Goods or data sent to Vix shall (a) contain no hidden files; (b) not alter, damage, or erase any data or computer programs without control of a person operating the computing equipment on which it resides; (c) contain no key, node lock, time-out, scrambling device, or other function, whether implemented by electronic, mechanical or other means, which restricts or may restrict use or access to any programs or data; and (d) not contain harmful code.

f. Any third-party products sold by Supplier may carry their own warranties and Supplier shall ensure those third-party product warranties pass through to Vix to the fullest extent.

g. Indemnification and Liability. Supplier shall keep Vix, its officers, employees and agents, indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct losses, any interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Vix as a result of or in connection with any claim made against Vix for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods or Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors. This clause shall survive the termination or expiration of any Purchase Order issued by Vix to Supplier.

9. Termination

a. Without limiting its other rights or remedies, either party may terminate a Purchase Order with immediate effect by giving written notice if either party commits a material breach of any term of this Purchase Order and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so.

b. Vix may terminate the Goods or Services under this Purchase Order by giving not less than thirty (30) calendar day’s prior written notice to the Supplier. Upon termination, Vix has no further liability or obligation to Supplier except to pay for fees for Goods, Services and expenses incurred pursuant to the Purchase Order up to the effective date of termination. In the case of fixed price Purchase Order, Seller shall only be liable to pay a prorated sum in respect of the work undertaken as at the effective date of termination.

c. Termination of a Purchase Order, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of a Purchase Order which existed at or before the date of termination.

d. Any provision of a Purchase Order that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

10. Confidentiality

All information which comes into the Supplier’s possession or knowledge in connection with a Purchase Order is to be treated as strictly confidential. The Supplier should not communicate such information to any third party without the prior written approval of Vix. Where personal data is shared by either party, the receiving party shall comply with applicable data protection laws. These obligations shall survive the expiration termination of a Purchase Order. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Purchase Order.

11. Books and Records

Supplier must keep proper books of accounting and all other records related to the Goods and Services for a period of seven (7) years after the termination of the most recently issued Purchase Order, including, but not limited to, records, data, quotations, contracts, correspondence, invoices, vouchers, timesheets, reimbursable out-of-pocket expenses, materials, goods and equipment claimed by Supplier. All such records shall be maintained in accordance with generally accepted accounting principles. Supplier must ensure that its books and records are available to be reviewed and inspected by Vix upon advanced notice to Supplier.

12. Assignment

The Supplier will not assign its rights or subcontract its duties without the Vix’s written consent. Any unauthorized assignment is void. Vix may assign its rights to an Affiliate without prior written consent from the Supplier.

13. Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not (a) waive that or any other right or remedy; or (b) prevent or restrict the further exercise of that or any other right or remedy.

14. Severability

If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of a Purchase Order.

15. Notice

All notices to be given hereunder shall be in writing and shall be deemed to be given when mailed by certified or registered mail, or personal delivery, to the addresses of the parties specified in this Purchase Order unless either party shall specify to the other party a different address for the giving of such notice.

16. Entire Agreement

The terms and conditions set out herein apply to all Purchase Orders between Vix and the Supplier to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. For the avoidance of doubt, any Supplier pre-printed terms and conditions produced, signed or stamped by either the Supplier or Vix and for whatever purpose during the currency of a Purchase Order are hereby disallowed.

17. Third Party Rights

With the exception of Vix’s Affiliates, no one other than a party to the Purchase Order shall have any right to enforce any of its terms.

18. Taxes

The price of the Goods and/or Services shall be inclusive of any applicable taxes.

19. Governing Law and Jurisdiction

The Terms and Conditions shall be exclusively governed by the exclusive laws of and all disputes relating to a Purchase Order shall be resolved exclusively in (i) England and Wales and governed by English law if Goods or Services are provided in the UK region; (ii) the State of Arizona, USA if the if the Goods or Services are provided in the United States region; (iii) the substantive laws of Sweden if Goods and Services are provided in Sweden; or (iv) the laws of Western Australia for Goods or Services provided in Australia or New Zealand. All related disputes shall be resolved similarly under the corresponding country of applicable law.

20. Independent Contractor

The Supplier shall supply Goods or Services pursuant to any Purchase Order as an independent contractor and not as an employee, partner, or agent of Vix.