Purchasing Terms and Conditions
August 1, 2008

1. Definitions:

The term “Purchaser” means San Antonio Lighthouse for the Blind.  The term “Seller” means the
supplier shown on the face of a purchase order.

2. Contract:

A valid purchase order, including an order number, is the only form of payment obligation that will be recognized by Purchaser as authority to bill merchandise or services to its account. Verbal orders are not considered valid orders.

Payment terms, unless mutually otherwise agreed, are Net 45 days from receipt of invoice.  Seller may not assign this order without Purchaser’s prior consent.

3. Acceptance:

Seller will be deemed to have accepted this order when Seller acknowledges or begins  performance under this order.

Upon acceptance of the order, Seller agrees that all specifications, material standards and process standards are known and understood as they are related to the item(s) or service(s) to be provided; and that such items(s) or service(s) will be furnished to satisfy the requirements of such specifications and standards.

Seller will flow-down all requirements defined on Purchasers order to any sub-tier supplier used.

4. Warranty:

Seller warrants that all goods shall be free from defects in design, materials and workmanship; that merchandise is free and clear of all liens and that; Seller has a clear and marketable title to it.

The above Warranty is in addition to any standard warranty or service guarantee given by Seller to Purchaser.

Purchaser reserves the right to assess appropriate handling charges to any vendor that ships defective product.

5. Delivery:

Purchaser expects 100% on time delivery.  Seller will make deliveries in the quantities and at the times specified herein or in releases issued hereunder.  Seller will notify Purchaser in advance regarding late deliveries to include: 1) material or service, 2) quantity, 3) expected delivery date.

Late shipment may require set-up, overtime, expedited freight or other charges at the Seller’s expense.

6. Inspection:

All goods are subject to Purchaser’s inspection within a reasonable time after -arrival. If upon inspection any merchandise is found to be unsatisfactory, defective or inferior in quality or workmanship or fails to meet the requirements of the order, Purchaser may return such merchandise to Seller at Seller’s expense.

7. Responsibility:

Seller shall be responsible for any and all losses or damage to the goods until delivered to Purchaser at the F.O.B. point specified on the purchase order.

8. Patents, Trademarks and Copyrights:

Seller agrees to protect, defend, hold harmless and indemnify Purchaser and its respective officers, agents, employees and customers from and against any and all claims, actions, liabilities, losses and costs arising out of any actual or alleged infringement of any patent, trademark or copyright by any goods sold to Purchaser.

9. Force Majeure:

Purchaser shall not be liable for failure to take delivery of the goods if such failure is caused by labor disputes, strikes, war, riots, civil commotion, fire flood, earthquake, storm, embargo, other Acts of God or any other cause beyond Purchaser’s control.  In such event, Purchaser shall have the option of canceling undelivered orders in whole or in part.

10. Access:

Purchaser shall have the right to inspect Seller’s process and conformance records along with any work in progress at any of Seller’s locations providing materials/services to Purchaser.

Seller must retain all process and conformance records for products supplied for a period of seven years.  Seller agrees to provide copies of these records within three business days if requested by Purchaser.

Seller will provide documentation showing conformance with established quality assurance procedures, as requested by Purchaser.

Seller will provide evidence of specification and engineering tests as requested by Purchaser.

Be afforded access for us, our customers, and applicable regulatory authorities to the Seller’s subcontractors to assure conformance to stated quality records.

11. Certification:

Certification is required for each lot of raw materials and/or processes used by Purchaser in the manufacture of finished products.

Seller shall notify purchaser if products are found to be non-conforming.

Purchaser has the right to approve product determined to be non-conforming.

Seller is required to notify Purchaser if any processes or product definition is changed.

Seller further agrees to notify Purchaser is any goods do not satisfy current governmental and safety constraints on restricted, toxic and/or hazardous materials; as well as environmental, electrical and electromagnetic considerations applicable to the order.  It is the Seller’s responsibility to assess which constraints apply.

12. Confidential Information:

All specifications, drawings, inventions, engineering notices, technical data and/or equipment supplied by Purchaser shall remain its property and shall be held in confidence by the Seller.

Such information shall not be reproduced, used or disclosed to others by the Seller without Purchaser’s written consent and shall be retuned to Purchaser upon demand or upon complete by Seller.

13. Excess Transportation:

Excess transportation charges are the responsibility of the Seller, provided the Seller is found to be the cause of those charges.  Excess transportation costs due to late deliveries, in which proper lead times were provided will be at the Seller’s expense.

14. Compliance With Laws:

In the performance of this order, Seller will fully comply with all applicable Federal, State and local laws and regulations, including, but not limited to the Fair Labor Standards Act of 1938 as amended and will hold the Purchaser and its officers, employees, agents, customers and users of its products harmless from and against any and all losses, expenses, damages, claims, suit and liabilities (including incidental and consequential damages, court costs and attorneys fees) arising out of or resulting from Seller’s failure to comply.

15. Cancellation:

Purchaser may at its option cancel any unshipped merchandise, if this order covers standard stock merchandise.  Purchasers only obligation shall be to pay for merchandise shipped prior to the cancellation.