Terms & Conditions of Purchase

SAFENET TERMS AND CONDITIONS OF PURCHASE

1. ACCEPTANCE: This order (“Offer”) constitutes an offer by SafeNet, Inc., and/or one or more of its subsidiaries (“SafeNet”) to purchase equipment, software, accessories and any accompanying  services (collectively “Products”) from a provider of such Products (the “Seller”) and may be revoked or changed any time prior to approval. Acceptance of this order may be made by any medium or manner reasonable under the circumstances. Written acknowledgement of Seller’s acceptance or seller’s commencement of any performance called for or preparation for such performance shall be to constitute such acceptance. This Offer is conditional upon, and can be accepted only upon, the terms and conditions specified in this Offer.  If Seller has previously proposed or subsequently proposes any terms that add to, vary from, or conflict with the terms of this Offer, SafeNet hereby objects to and rejects such terms.  Other than as specifically provided in any separate written agreement between Seller and SafeNet, these terms and conditions may not be altered, supplemented, or amended without the specific written consent of both Seller and SafeNet.  These terms and conditions constitute the final, complete and exclusive agreement between the parties concerning the purchase of Products from Seller, and all matters related to this purchase. These terms and conditions supercede all previous and contemporaneous proposals, negotiations, warranties, promises and any other communications between the parties, oral and written, concerning the purchase of Products from Seller.

2. COMPLIANCE: The Seller represents and warrants that the Products covered by this Offer were not manufactured and are not being sold or priced in violation of any federal, state, national or local law, executive order or administrative ruling. Seller shall defend, indemnify and hold SafeNet harmless of and from, and shall reimburse SafeNet for any and all costs, damages and expenses (including attorney’s fees) incurred or resulting directly or indirectly by, or to the SafeNet as a direct or indirect result of breach of any representation or warranty of this Offer. Seller agrees to provide SafeNet with the applicable information required for export of the product(s) outside the United States, including but not limited to, the Export Control Classification Number (ECCN), the License Exception and the Commodity Classification Automated Tracking System (CCATS) number.

3. DELIVERY: Shipments are to be made per this Offer. SafeNet may accept or return to Seller at Seller’s expense items received in advance of date specified on this Offer. Retention of goods shipped early shall not accelerate time for payment. Over shipments may be returned at Seller’s expense or retained at no increase in price. SafeNet reserves the right to charge Seller with any damages incurred as a result of Seller’s failure to make delivery within time specified on this Offer. SafeNet may return to Seller within thirty (30) days of delivery any Product that remains in its packaging as delivered, without any liability to SafeNet.  Risk of loss during shipment of any Products remains with Seller.

4. DRAWINGS, ETC: All materials, drawings, samples, dyes, tools, molds, fixtures and other items supplied or paid for by SafeNet shall remain property of SafeNet and are subject to removal by SafeNet at any time. Seller shall retain no reproductions unless authorized in writing by SafeNet. Such items shall not be used or disclosed to third parties by the Seller or anyone under its control without the prior written consent of the SafeNet.

5. INSPECTION: All Products shall be received subject to SafeNet’s right of inspection and rejection at any time after receipt. SafeNet shall have the right to perform adequate tests to determine if the Products conform to the contract. Seller, at SafeNet’s request, shall permit SafeNet access to Seller’s plant to inspect Products or work in progress covered by this Offer but will not preclude SafeNet’s subsequent inspection and rejection of such Products per above. In the event that defects not discoverable on reasonable inspection are later found, SafeNet shall have no liability for non-conforming Products. The prices shall be credited or refunded (along with any transportation costs) by Seller to SafeNet.

6.  REMEDIES AND INDEMNITY:  All warranties and remedies identified by Article 2 of the Uniform Commercial Code are incorporated herein, including the warranties of merchantability and fitness for particular purpose, and the availability of special, indirect and consequential damages.  Seller shall at its expense defend any action against SafeNet based in any part on a claim that a Product infringes any patent or copyright in any jurisdiction. Seller shall pay all attorneys fees, costs, expenses associated with such claims and all damages awarded against SafeNet in any such action.  SafeNet shall notify Seller in writing of any such action and SafeNet shall give Seller control of the defense of any such action (and all negotiations for its settlement or compromise), provided that Seller shall not settle any such action without SafeNet’s written consent. If any Product becomes, or in SafeNet's opinion is likely to become, the subject of a such a claim, then SafeNet may require Seller, at Seller’s option and expense, to: (A) procure for SafeNet the right to continue using the Product; (B) replace or modify the Product so that it becomes non-infringing; or (C) accept return of the Product and refund to SafeNet all sums paid Seller in exchange for such Product. The foregoing indemnity is in addition to any other remedies SafeNet may have at law or equity.

7. PRICE: Prices specified on this Offer shall be firm. No changes will be permitted without SafeNet’s specific consent and written authorization.

8. ROUTING: Method of shipment per shipping instructions in this Offer.

9. INVOICE: Invoice and packing slip shall contain, at minimum, Seller’s part number, description, Purchase Order number, quantity shipped and balance due.

10. FORCE MAJEURE: Neither Seller nor SafeNet shall have liability for delays of failures to perform due to strikes, fires, government restrictions or other such circumstance reasonably beyond the control of the parties.

11. TERMINATION: SafeNet may terminate all or any part of this Offer at any time on written notice to Seller. In the event of termination by SafeNet without cause, SafeNet shall be responsible for termination charges on parts manufactured up to, but not in excess of thirty (30) days in advance of the Offer schedule, provided however, Seller must submit termination claim to SafeNet within thirty (30) days after the effective termination.

12. PAYMENT: SafeNet shall pay according to discount terms offered and accepted. If no terms or discounts are offered, SafeNet will pay within forty-five (45) days of receipt and acceptance of Products.

13. AGREEMENT: This Offer contains all terms and conditions agreed upon and constitute the entire agreement between the parties and shall be binding upon their representatives, successors and assigns, if any.

14. COMPLIANCE: These Terms shall for all purposes be governed by and interpreted in accordance with the laws of the country of incorporation of the SafeNet affiliate purchasing the Products, and any legal suit, action or proceeding arising out of or relating to these Terms shall be commenced within that country as well. Notwithstanding the foregoing, when SafeNet, Inc., is purchasing the Products, these terms shall for all purposes be governed by and interpreted in accordance with the laws of the State of Delaware (U.S.A.) without regard to any choice of law doctrine which would apply the laws of any jurisdiction other than the internal laws of the State of Delaware. Furthermore, when SafeNet, Inc. is purchasing the Products, any legal suit, action or proceeding arising out of or relating to these Terms shall be commenced solely in a federal or state court having jurisdiction over disputes arising in the State of Maryland, and each party hereto irrevocably submits to the exclusive jurisdiction and exclusive venue of any such court in any such suit, action or proceeding. The Convention on Contracts for the Int’l Sales of Goods does not apply.

15. US GOVERNMENT CONTRACTS: In the event that Seller is providing Products in fulfillment of a contract with the United States Federal Government or associated subcontract, Seller agrees as follows: (1) Seller will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Seller 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, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Seller 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) Seller will, in all solicitations or advancements 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) Seller will send to each labor union or representative of workers with which it 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 No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment; (4) Seller will comply with all provisions of Executive Order No. 11246 of Sept. 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor; (5) Seller will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, 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 Seller’s noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, 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 No. 11246 of Sept. 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law; (7) Seller 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 No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Seller will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event Seller becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States.