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Purchase Order: Tektronix Terms and Conditions for Purchase of Services

  1. GENERAL

The terms and conditions set forth below, together with those appearing on this order or on any exhibits attached hereto ("Order") constitute the complete and exclusive agreement between Tektronix and the supplier identified on this Order ("Supplier') with respect to the services to be provided hereunder. The terms and conditions of this Order take precedence over any additional or different terms and conditions of Supplier which may be contained in Supplier's quotation or acknowledgment to which objection is hereby made by Tektronix. Acceptance of this Order by Supplier shall be expressly limited to the terms of this Order. No modification of this Order shall be binding on either party unless in writing and signed by an authorized representative of each party.

  1. CHARGES

Supplier shall provide the services specified on the Order ("Services") at the price or fee specified. Prices are firm for the period shown and are exclusive of taxes. Charges shall not exceed the maximum fee, if any, specified on the Order. Tektronix will not pay additional charges unless authorized by a properly issued change order executed by Tektronix.

Prices shall be inclusive of all costs and expenses incurred by Supplier in completing the Services, unless otherwise noted on the face of this Order.

  1. INVOICES AND PAYMENT

Supplier will issue invoices upon completion of the services or upon such other progress billing interval specified on the Order. Payment terms are net 90 days or net 60 days with payment by Tektronix’s credit card process, after receipt of correct invoice by Tektronix for satisfactorily completed Services. Such payment constitutes full and complete compensation for Supplier’s services and advice and for all obligations assumed by Supplier under this Order.

  1. SCHEDULING

Supplier will perform the Services pursuant to the time schedule specified on the Order. If no schedule is set forth, Tektronix and Supplier will develop a mutually agreeable schedule.

  1. WARRANTY

       Supplier warrants that:

  1. all Services will be performed in a competent and professional manner;
  2. that Supplier possesses the requisite expertise, experience, facilities and equipment necessary and appropriate to perform the Services;
  3. the Services will be entirely of Supplier's own work or Supplier will have secured the necessary permissions from authors or creators whose work it has used as part of the Services;
  4. the Services will not violate or infringe upon rights of third parties, including any trademark, patent, copyright or other intellectual property right;
  5. the Services will be completed in accordance with any applicable specification and shall be free of errors or defects and shall be appropriate for the purposes contemplated by this Agreement or any purchase order, These warranties, and all other warranties, express or implied, shall survive acceptance, noninspection, and payment.
  1. OWNERSHIP OF WORK PRODUCT

Any original work of authorship, including any written, pictorial, graphic, or audiovisual work or sound recording, by or for Supplier in connection with this Order shall be the property of Tektronix, and Supplier hereby assigns and agrees to assign to Tektronix all of Supplier's rights, including the rights of copyright, in the work. Supplier will execute ALL documents and perform all acts that Tektronix may reasonably request in order to assist Tektronix in perfecting its rights in and to the works developed under this Agreement anywhere in the world, and Tektronix will reimburse Supplier for any expenses reasonably incurred by Supplier in so doing. Supplier will also secure a written assignment to Tektronix of any rights to the work held by any third party performing services for Supplier in connection with this Order.

  1. SUPPLIER'S EMPLOYEES, AGENTS, AND SUBCONTRACTORS
  1. Supplier personnel upon entering Tektronix property shall be subject at all times to Tektronix' rules and regulations regarding safety, security, and protection of confidential information. Supplier personnel shall be issued a visitor identification badge by Tektronix and shall wear such identification badge and be properly escorted (to the extent required by Tektronix) at all times when on Tektronix property.
  2. Supplier’s personnel shall be employees, agents, or subcontractors of Supplier, not of Tektronix. Supplier shall be solely responsible for payment of wages, salaries and other amounts due to its personnel in connection with this Agreement, and shall be responsible for all reports and obligations respecting them relating to social security, income tax withholding, unemployment insurance, workers’ compensation, and similar matters. Supplier shall be solely responsible for the conduct of its personnel while on Tektronix property. Supplier is responsible for ensuring that its employees conduct Services provided in an ethical and professional manner. Supplier agrees not to offer, provide, or arrange for any gratuity or free Service to or for any Tektronix employee.
  3. Supplier is responsible for advising its employees of all applicable federal, state, and local laws, rules, and regulations regarding work safety and handling of hazardous materials that may be encountered during the performance of this Agreement and will cause Supplier employees to comply with such laws, rules, or regulations.
  1. NO EMPLOYMENT RELATIONSHIP

Supplier agrees that Supplier is an independent contractor and not an employee of Tektronix nor subject to the direct supervision of Tektronix.

  1. CONFLICT OF INTEREST

Supplier warrants that it is not obligated under any agreement with a third party that conflicts with the provisions of this Order. During the course of this Order, Supplier will avoid any employment or other activity that would give rise to a conflict of interest or an appearance of conflict of interest or that would otherwise be inconsistent with this Order.

  1. INSURANCE

Supplier shall maintain insurance coverage including workers' compensation, employers' liability and comprehensive liability in force for all individuals performing services on behalf of Supplier under this Order, at Supplier’s sole cost and expense, and in amounts reasonably sufficient to cover any liabilities assumed by Supplier or imposed on Supplier under this Order.

  1. TERM AND TERMINATION

This Order shall commence and end on the dates indicated on the reverse, unless terminated earlier under this Section 11. Notwithstanding the stated term or time of performance, Tektronix may cancel this Order at any time for its convenience upon thirty days prior notice. In the event of such termination, Tektronix shall be liable for reasonable charges for Services properly rendered prior to receipt of the termination notice. Supplier's obligations under Warranty, Ownership of Work Product, and Confidentiality shall survive termination.

  1. CONFIDENTIALLY

All information obtained by Supplier from Tektronix which is identified as confidential or proprietary or is acquired by Supplier in circumstances reasonably considered to impose an obligation of confidentiality shall be received in confidence, shall remain the property of Tektronix, shall not be disclosed to a third party, and shall be used by Supplier only to the extent necessary for the performance of this Order. Supplier shall not make any release of information concerning this Order (other than to Supplier's employees as required for the performance of their duties) or use the name of Tektronix in any advertising or publicity without Tektronix' prior written consent.

All materials provided by Tektronix under this Order shall remain the property of Tektronix and shall be returned upon request together with all copies thereof.

  1. COMPLIANCE WITH LAWS

Supplier will comply with all applicable federal, state, and local laws and regulations in the performance of this Agreement, including but not limited to the Fair Labor Standards Act of 1938, as amended; the Occupational Safety and Health Act of 1970, as amended; the Toxic Substance Control Act, as amended; and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003.

Supplier will comply with all applicable environmental, health and safety rules and regulations including, without limitation, the RoHS 2 Directive and its implementing national legislation which requires that RoHS 2 compliant products must be serviced only with RoHS 2 compliant spare parts.

In addition, Supplier shall use the following template provided by Tektronix, which may be revised by Tektronix from time to time, for all commercial emails sent by Supplier on behalf of Tektronix.

"THIS IS AN ADVERTISEMENT OR SOLICITATION FROM TEKTRONIX. IF YOU WOULD PREFER NOT TO RECEIVE COMMERCIAL EMAILS FROM US, PLEASE SEND AN EMAIL TO [email protected] AND INSERT THE WORD “REMOVE” IN THE SUBJECT LINE. Tektronix, Inc., P.O. Box 4029, 14200 S. W. Karl Braun Drive, Beaverton, OR 97076. You can view our Privacy Statement at www.tektronix.com/privacy."

  1. ASSIGNMENT

Supplier may not assign or delegate its rights or obligations under this Order, either in whole or in part, without the prior written consent of Tektronix.

  1. LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. WAIVER

The failure of either party to enforce at any time any provision of these terms and conditions shall not be construed to be a waiver of such provision or the right thereafter to enforce each and every provision hereof. No waiver by either party, either express or implied, of any breach of these terms or conditions shall be construed as a waiver of any other term or condition.

  1. GOVERNING LAW

This Order shall be governed in accordance with the laws of the State of Oregon.

  1. US GOVT FAR FLOWDOWN REG'S

       The following provision of the Federal Acquisitions Regulations (FAR) in effect on the date of this Order are incorporated herein by reference:

  1. 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)). Applies if subcontract exceeds $5M and performance is 120 days or longer.
  2. 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637 (d) (2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.
  3. 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).
  4. 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).
  5. 52.222-36, Affirmative Action for Workers with Disabilities (OCT 2010) (29 U.S.C. 793).
  6. 52.222-41, Service Contract Act of 1965, (NOV 2007), (41 U.S.C. 351, et seq.).
  7. 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (NOV 2007) (41 U.S.C. 351, et seq.).
  8. 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—Requirements (FEB 2009) (41 U.S.C. 351, et seq.).
  9. 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104 (g)), and Alternate I.
  10. 52.222-40, Notification of Employee Rights Under the National labor Relations Act (DEC 2010).
  11. 252.204-7008, Export-Controlled Items (APR 2010).
  1. EEO REQUIREMENTS

Unless exempt, this contractor and subcontractor shall 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 qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. If applicable, the contractor and subcontractor shall also abide by the requirements 41 CFR § 61-300.10 regarding veterans’ employment reports and 29 CFR Part 471, Appendix A to Subpart A regarding posting a notice of employee rights.

  1. CODE OF CONDUCT

At Danaher Corporation, we are committed to a standard of excellence in every aspect of our business, to ethical and responsible conduct in all of our operations, to the respect of the rights of all individuals, and to respect for the environment. We expect the suppliers (as well as permitted subcontractors) who do business with Danaher’s subsidiaries, and with Danaher, if applicable, to share these same commitments. Danaher and its subsidiaries strongly encourage each Supplier to meet the following standards in all activities that relate directly or indirectly to Danaher Corporation or any of its subsidiaries. We will evaluate a Supplier’s compliance with these standards in determining whether to grant or continue preferred status for such Supplier. Suppliers that do not conform to these standards may be disqualified from preferred status and/or have their business relationship with Danaher or the applicable Danaher subsidiary terminated.

Compensation. Supplier must comply with all applicable wage and hour laws and regulations, including those relating to minimum wages, overtime, and other elements of compensation, and will provide all legally mandated benefits.

Hours of Work. Supplier will maintain work hours in compliance with all applicable wage and hour laws and regulations. Supplier will not require employees to work more than any limits on regular and overtime hours allowed by any applicable local law.

Forced Labor / Prison Labor. Supplier will not use forced or involuntary labor, including prison, bonded, indentured, or otherwise.

Child Labor. Supplier will not use child labor. “Child” is any person who is either (1) younger than 16, or (2) younger than the minimum age required for the employment under applicable law. Supplier will comply with all applicable laws and regulations regarding the employment of minors.

Coercion and Harassment. Supplier will treat each employee with dignity and respect, and will not engage in or permit corporal punishment, threats of violence, or other forms of harassment whether based on race, color, gender, sexual orientation, national origin, religion, disability, age, or any other legally protected characteristic.

Discrimination. Supplier will not discriminate in hiring practices or any other condition of work on the basis of race, sex, sexual orientation, color, age, gender, national origin, physical or mental disability, religion, status as a disabled veteran, or other legally protected characteristics.

Workplace Safety & Emergency Planning. Supplier will provide a safe and healthy workplace for employees by endeavoring to meet or exceed international safety standards. Supplier must have procedures in place for handling emergencies such as fire, spills, and natural disasters.

Environmental Protection. Supplier will comply fully with all applicable environmental laws, and seek ways to conserve natural resources and energy, reduce waste and the use of hazardous substances, and minimize any adverse impacts on the environment.

Compliance with Applicable Laws. Supplier will comply with all laws and regulations applicable to their business, as well as the standards of its industry, including those pertaining to the manufacture, pricing, sale, distribution, labeling, import, and export of merchandise. Without limiting this requirement, Supplier will not: (A) violate, misappropriate or infringe upon the intellectual property rights of Danaher and its subsidiaries or any third party; or (B) engage in any activities which would violate any applicable laws and regulations relating to (1) bribery or illegal payments, (2) laws against unfair competition, (3) unfair and deceptive trade practices, (4) the environment, (5) health and safety, (6) international trade, including exports and imports, (7) data privacy, (8) money laundering, (9) employment, (10) contracting with governmental entities, or (11) medical devices, if applicable.

Commercial Bribery. Supplier will not bribe in any way any officer, director, manager, employee, representative or agent of Danaher Corporation, its subsidiaries, or any other entity, including without limitation, by offering or giving kickbacks or by offering or giving gifts of more than nominal value.

Accounting Records. Supplier’s accounting records must (1) be kept and presented according to the laws of each applicable jurisdiction, (2) in reasonable detail, accurately and fairly reflect transactions, assets, liabilities, revenues and expenses, and (3) not contain any false or misleading entries.

Conflicts of Interest. Supplier must immediately report to Danaher Corporation any "conflict of interest" of which they become aware. A “conflict of interest” is any circumstance, transaction or relationship directly or indirectly involving the Supplier in which the private interest of any employee of Danaher Corporation or any of its subsidiaries improperly interferes, or even appears to improperly interfere, with the interests of Danaher and its subsidiaries.

Subcontracting. In addition to any restrictions on the use of subcontractors that are otherwise agreed to between the Supplier and Danaher or the applicable subsidiary, Supplier will not use any subcontractor in connection with any Danaher or subsidiary business unless the subcontractor has received a copy of this Code of Conduct.

Monitoring and Compliance. Supplier understands that Danaher Corporation, its subsidiaries, or our designated agents (including third parties) may engage in monitoring activities to assess compliance with this Code of Conduct including on-site inspection of facilities and review of books and records. Neither Danaher nor any of its subsidiaries or authorized agents assumes any duty to monitor or ensure compliance with this Code of Conduct, and Supplier understands that Supplier is solely responsible for full compliance with this Code of Conduct by its officers, directors, managers, employees, representatives and agents.

Management System and Communication. Supplier must establish and maintain processes that are reasonably designed to ensure compliance with, mitigate the risks identified in, and facilitate continuous improvement with respect to, this Code of Conduct. Supplier must ensure that this Code of Conduct is adequately communicated to all employees. Supplier should immediately notify Danaher Corporation at +1-877-231-0852 upon learning of any known or suspected improper behavior by Supplier or by employees of Danaher or its subsidiaries.