Legal

Website Terms of Use

APS Technology, Inc., together with its subsidiaries and affiliates (collectively "APS") is pleased to welcome you to our Web Site. Please be aware that by using this Site you agree to these terms and conditions ("Terms"). APS may revise these Terms from time to time. If for any reason you do not agree or cannot comply with these Terms, you are not entitled to use this Site or avail yourself of any of its information or materials.

1. Use of Materials.
   • All information such as text, data, charts, graphics, or photographs on this Site ("Materials") are owned and copyrighted by APS or by third parties who have permitted APS to reprint their Materials. Materials may only be accessed and used in accordance with these Terms and any misuse of Materials is strictly prohibited.
   • Visitors to this Website ("Users) may download one copy of the Materials from the public areas of this Site for personal or internal use only. Users may not: (i) reproduce or alter the Materials; (ii) use the Materials for any commercial purpose (other than obtaining information about the APS products or services to which the Materials relate), or for any public display; or (iii) remove from the Materials any copyright, confidentiality or other notations relating to intellectual property rights.
   • Those Users that have purchased APS products or services ("Customers") may download Materials from their designated Customer Area on this Site for internal business use only. Customers may not (i) alter those Materials; (ii) use those Materials for any commercial purpose (other than in connection with the use of the APS products or services to which they relate), or for any public display; or (iii) remove from those Materials any copyright, confidentiality or other notations relating to intellectual property rights. Customers may reproduce Materials downloaded from their designated Customer Area but only to the extent necessary to meet their internal business needs. Unless otherwise indicated all Materials posted in a Customer Area are confidential and Customers agree (i) to protect and maintain those Materials in the strictest confidence; (ii) to not, directly or indirectly, disclose those Materials to any third party and (iii) to restrict access to those Materials to only those of its employees or representatives whose access is required and who have agreed to maintain those Materials in confidence.
   • Customers agree to provide true and accurate information when logging in to their Customer Area. Customers further agree to maintain the confidentiality of their password, and that they are solely responsible for all activities that occur under their password. Customers must notify APS immediately of any unauthorized use of their password or other suspected or known breach of security to the Site. APS reserves the right to restrict or eliminate a Customer's access to the Site for any reason.
   • Users agree to refrain from using the Site or Materials in a manner that violates any foreign, international, federal, state or local law, rule, regulation, order, or other statute. Users further agree to refrain from attempting to gain unauthorized access to any portion of the Site or other accounts associated with APS, interfering or disrupting the Site, or using any reverse engineering or extraction methods to circumvent the navigational structure to gather unauthorized data or information through the Site.
   • Materials on this Site may be outdated or contain inaccuracies and omissions. APS may revise the Materials or the products, programs or services to which they relate at any time and without notice.
2. Marks. Unless otherwise indicated in writing, all corporate and company names, logos, domain names, distinctive brand features, registered and unregistered trademarks and service marks indicated on this Site, the look and feel of the Site, or any symbol on the Site that if used may cause confusion ("Marks") are the properties of APS or the third parties to whom ownership of those Marks is attributed. Marks may not be used imitated, or copied, in whole or in part, without the prior written permission of APS or other rightful owner.
3. Export Controls. Some Materials on this Site may be subject to export controls imposed by the United States ("Restricted Materials") and, if so, may not be exported or re-exported, to certain locations outside the United States or may not be downloaded to or from within those locations. Each User of this Site represents to being familiar with the United States Department of Commerce and other laws and regulations concerning the export or re-export of United States technical information and data and agrees to abide by all those laws and regulations. In no event may any Restricted Materials be downloaded by or exported or otherwise provided to any national or resident of any country to which the U.S. has embargoed goods, including but not limited to Cuba, North Korea, Iran, Sudan, Syria and Taliban controlled areas of Afghanistan or to anyone on the U.S. Treasury Department's list of Specially Designated National or the U.S. Commerce Department's Table of Deny Orders.
4. Links. APS is not responsible for the contents of any sites that are linked to this Site. The inclusion of any link does not imply endorsement by APS of a site. Use of any linked site is at the User's sole risk. Prior to use, Users should refer to the terms and policies of each linked site.
5. No Warranties and Limitation of Liability.
   • THE MATERIALS ON THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, APS MAKES NO AND DISCLAIMS ALL WARRANTIESIN CONNECTION WITH ANY USE OF THIS SITE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING IN ANY WAY, APS DOES NOT WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED ON THIS WEB SITE IS ACCURATE, COMPLETE, RELIABLE OR TIMELY, OR THAT THIS SITE WILL BE FREE OR VIRUSES ORTHAT ANY USE OF THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE. ADVICE OBTAINED THROUGH THE SITE, FROM ANY APS PARTY, WHETHER WRITTEN OR ORAL, WILL NOT CREATE ANY WARRANTY.
   • IN NO EVENT SHALL APS BE LIABLE OR OTHERWISE RESPONSIBLE IN ANY WAY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF GOODWILL OR OTHER INTANGIBLE LOSSES) THAT ARISE OUT OF OR RELATE IN ANY WAY TO THE USE OF THIS SITE OR TOANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS OR UNAUTHENTICITY OF ANY MATERIALS OBTAINED ON, FROM OR THROUGH THIS SITE.
   • THE FOREGOING DISCLAIMERS AND LIMITATIONS SHALL APPLY REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
6. Idemnification. The User agrees to indemnify, defend and hold APS harmless from and against any claims, liabilities, damages, costs, or attorneys' fees that parties may incur as a result of or arising from a User's violation of the Terms. The User agrees to cooperate with APS in good faith with respect to any relevant claims, audits, or investigations.
7. Miscellaneous. These Terms constitute the entire agreement between APS and the User, superseding any prior agreements between APS and the User with respect to the relevant subject matter. These Terms shall be governed by the laws of the State of Connecticut, without effect to its choice of law provisions. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Website Privacy Policy

This Privacy Policy ("Policy") describes how APS Technology, Inc., together with its subsidiaries and affiliates (collectively "APS"), collects and uses personal data through APS's Web Site located at www.aps-tech.com ("Site"). Please be aware that by using this Site you agree to this Policy and consent to the fact that APS stores information detailed below in the United States. APS may revise this Policy from time to time. If for any reason you do not agree or cannot comply with this Policy, you are not entitled to use this Site or avail yourself of any of its information or materials.

Information APS Collects

Through this Site, APS gathers Personal Information ("PI") and Usage Data ("UD") from visitors to the Site ("Users"). PI includes information that identifies a person such as a name, company, address, telephone number, and email address. UD includes information that does not identify a specific person, but a User's IP address, computer type, and Internet browser.

A User is not required to provide any PI when visiting this Site, but may voluntarily do so when entering information on the Customer page of this Site, the Information Request page of this site, or when submitting a resume and other job application information on the Career page of this Site.

APS does not use cookies to track a User's UD, but employs an American third party to collect anonymous information regarding Site traffic and usage patterns.

How APS Uses the Collected Information

APS uses all PI collected through this Site's Career page for the sole purpose of evaluating job applications for current or future job openings at APS. When Users apply for available positions through this Site's Career page, APS may use their PI to evaluate whether they are suitable for an opening at APS.

APS uses PI collected through this Site's Customer page to evaluate which customers are logging on the Site and taking advantage of its useful information. APS will sometimes send notices regarding software and equipment updates, as well as other information useful to customers using their stored PI.

APS uses all PI collected through this Site's Contact US page to respond to Users' inquiries. An APS sales representative follows up with a User if a more detailed response is required. After action is taken, the request is deleted.

APS does not use any UD that identifies a specific User. APS uses anonymous information collected by an American third party to analyze general Site traffic and usage patterns. This information is anonymous to the third party as well.

APS employs an American third party to maintain, repair, and enhance the functionality and appearance of this Site. The third party does not come into contact with any collected PI or other stored information transmitted through this Site.

APS will use and disclose any PI and UD when APS is required to do so by law, comply with any legal process or government authority, to prevent or investigate any criminal activity, and to enforce the Web Site Terms of Use.

APS will never sell PI or UD, or otherwise distribute it in bad faith.

Other

This Site contains links to third-party Web Sites. APS does not have control over these third-party Web Sites and is not liable for their privacy policies or the contents of the links. The links are provided for convenience only, and APS is not responsible for any PI or UD Users may provide on those links.

If Users would like to review, modify, or suppress any PI submitted through this Site, Users can do so, to the extent permitted by law, by contacting APS. If needed, APS may require Users to identify themselves so that APS can properly respond to their requests.

Although it is impossible to eliminate all risks, APS has implemented commercially reasonable measures to protect against unauthorized access and data extraction.

APS has the right to change this Policy, and may do so without notice. APS will not reduce Users' rights through subsequent changes.

If APS becomes involved in a merger, acquisition, or any form of sale of its assets, APS will ensure the confidentiality of any PI and UD involved in the transaction.

Purchase Order Terms and Conditions

1. DEFINITIONS: As used in these terms and conditions, "Buyer" shall mean APS Technology, Inc.; "Order" shall mean Buyer’s purchase order including these terms and conditions which are incorporated into and made an integral part of the Order; "Goods" shall mean all of the goods identified in the Order, "Services" shall mean all of the services identified in the Order and "Seller" shall mean the party supplying Goods and/or Services to Buyer pursuant to the Order.
2. ORDER ACCEPTANCE; PRECEDENCE OF TERMS: Seller’s acknowledgment, provision of any Goods or Services, or commencement of any work shall constitute Seller’s acceptance of the Order. These terms and conditions and those on the face of the Order shall take precedence over any conflicting terms in any other document issued by Seller in connection with this transaction. Without limiting the preceding sentence, the terms of any offer, quotation or proposal by Seller for the sale of the Goods or Services are made a part of the Order, but only to the extent of specifying the nature and description of the Goods and Services ordered, and then only to the extent that those terms are consistent with the Order. No conflicting or additional terms or conditions proposed by Seller shall be binding or of any force or effect whatsoever unless and until they are expressly accepted by Buyer in writing.
3. PRICE AND DELIVERY: Seller shall furnish the Goods and Services in accordance with the prices and delivery dates stated in the Order. The stated prices include all applicable taxes, except to the extent those sales taxes, if any, are separately itemized. If prices are not expressly stated in the Order the prices that Seller charges shall be no higher than the lowest net prices charged by Seller to any other customer for like Goods or Services and like quantities and Seller shall refund to Buyer any amounts paid by Buyer in excess of such prices. Both time and quantity of delivery are of the essence.
4. PACKING: Unless otherwise specified, all Goods shall be packed, packaged, marked, and prepared for shipment to prevent damage in transit, assure lowest transportation costs, and meet the carrier’s tariff requirements. Seller shall mark containers or packages with necessary lifting, loading, and shipping information as well as the Order number, date of shipment, and names and addresses of consignor and consignee. An itemized packing sheet must accompany each shipment. The unit price for each good sold to Buyer includes all packing, packaging and handling charges and Seller shall not impose or attempt to impose any additional charges for those items.
5. INVOICING AND PAYMENT: Seller shall issue a single invoice to Buyer following delivery of all of the Goods and Services, unless multiple or per delivery invoices are specifically permitted by the Order. The invoice shall itemize separately (1) any applicable taxes and (2) any freight and similar charges, but only to the extent the Order permits the imposition of those charges. Payment of an invoice shall not constitute acceptance by Buyer of any item of Goods or Services and all payments shall be subject to adjustment for errors, shortages, defects or other failure of Seller to meet any requirements of the Order. Prior to remitting payment, Buyer at its option may require Seller to procure and Seller shall procure and furnish to Buyer full and complete waivers of liens from all persons furnishing any labor and materials in connection with the fulfillment of the Order. Buyer may at any time set off any amount owed by Buyer or any of its subsidiaries or affiliates to Seller against any amount owed by Seller to Buyer or any of its subsidiaries or affiliates.
6. RISK OF LOSS AND TRANSFER OF TITLE: Seller shall bear the risk of loss for all Goods in accordance with the shipping and delivery terms specified in the Order or if not specified, until delivered to the destination specified in the Order and in either case without prejudice to any right of rejection by Buyer and provided further that risk of loss shall not pass for Goods in excess of quantities ordered or not in conformity with the Order. Regardless of the shipping and delivery terms and which party is responsible for payment of shipping expenses, Seller shall retain title for all Goods until they are delivered to the destination as and when specified in the Order and accepted by Buyer.
7. CHANGES: At any time by written notice to Seller, Buyer may make changes to any one or more of the following aspects of the Order: (a) drawings, designs or specifications; (b) method of shipment or packing; (c) quantities of items ordered; (d) delivery schedules; (e) time and/or place of delivery; or (f) instructions with respect to the performance of Services. Within fifteen (15) days following receipt of Buyer’s change notice, Seller shall notify Buyer in writing if the implementation of the change(s) would increase or decrease prices or the time required for the performance of the Order. Seller shall not implement any change unless and until Buyer has agreed in writing to accept the pricing and/or schedule modifications proposed by Seller or Buyer and Seller mutually agree in writing to alternative modifications.
8. DEFERRAL AND CANCELLATION: (A) Buyer reserves the right and shall be entitled to defer any specified delivery date for Goods and/or Services for a period of up to ninety (90) days without additional charges or penalties whatsoever, provided that Buyer shall notify Seller in writing at least fifteen (15) days in advance of the delivery date that is being deferred. (B) Buyer, at its option, may immediately cancel all or any part of the Order at any time and for any reason by giving written notice to Seller. Upon receipt of notice of cancellation, Seller, unless otherwise directed in writing by Buyer, shall (i) terminate all work immediately; (ii) transfer title and deliver to Buyer the finished Goods and Services, all work-in-process, and all parts and materials which Seller produced or acquired in accordance with the Order and which Seller cannot use in producing goods for itself or for others; (iii) settle all claims by subcontractors for reasonable actual costs that are rendered unrecoverable by such cancellation, subject to Seller’s obligation to mitigate such costs; and (iv) take actions reasonably necessary to protect property in Seller's possession in which Buyer has an interest. (C) Upon cancellation, Buyer shall pay to Seller the following amounts without duplication: (i) the prices stated in the Order for all finished Goods and completed Services which conform to the requirements of the Order; (ii) Seller's reasonable actual cost of the work-in-process and parts and materials transferred to Buyer in accordance with subsection (B)(ii) above; and (iii) Seller's reasonable actual cost of settling the claims of the obligation Seller would have had to the subcontractors in the absence of termination; provided that Buyer shall not be liable for and shall not be required to make payments to Seller, directly or on account of claims by Seller's subcontractors, for any other alleged losses or costs, whether denominated as loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, general and administrative burden charges resulting from cancellation of the Order or otherwise. Regardless of anything to the contrary, the aggregate amount of Buyer’s obligations to Seller upon cancellation shall not exceed the amount Buyer would have had to pay Seller with respect the Order in the absence of cancellation.
9. INSPECTION AND TESTING: Seller shall provide and maintain quality control and inspection systems acceptable to Buyer. Unless otherwise specified in the Order, each shipment of Goods that are manufactured or produced specifically for Buyer and in accordance with Buyer’s specifications and requirements (“Custom Goods”) shall include, as applicable, mill inspection certificates, dimensional inspection certificates, heat treatment certificates, electrical and calibration certificates and such other certificates as may be reasonable or customary to demonstrate that the Custom Goods conform to Buyer’s specifications and requirements. All Goods and Services shall be subject to inspection and test by Buyer and its customers, at their final destination and/or at Seller’s production facility. Seller shall provide without additional charge all reasonable facilities and assistance for the safety and convenience of the foregoing parties in their performance of those inspections and tests. Any Goods or Services required to be corrected or replaced pursuant to Section 10 shall also be subject to re-inspection. If rejected Goods or Services are resubmitted, Buyer shall be notified in writing. Notwithstanding Buyer’s rights of production facility inspection, final inspection and acceptance shall be made by Buyer or its customers at destination. No inspection, test approval or acceptance by Buyer or its customers shall relieve Seller from its warranty obligations under Section 11 or from its responsibility for any defects or other failure to meet the requirements of the Order. (The term “customers” shall include, without limitation, Buyer’s end user customers, resellers, higher tier contractors and any federal, state or local government branch or agency.)
10. REJECTION: In the event Buyer determines prior to acceptance that Goods or Services are defective in material or workmanship or otherwise not in conformity with the Order, Buyer shall, in addition to any other rights, have the right to (1) reject the Goods and or Services and rescind the Order in whole or in part; or (2) reject the Goods or Services, in whole or part, and require their correction or replacement by Seller. If Buyer elects, Seller shall, without expense to Buyer and in accordance with Buyer’s instruction, promptly provide replacement or corrected Goods or Services that are acceptable to Buyer. If Seller fails promptly to replace or correct such Goods or Services in accordance with Buyer instructions, Buyer may (a) replace or correct such Goods and Services and charge Seller the cost to Buyer thereof or (b) terminate the Order for default in accordance with Section 12. The right and remedies set forth in this Section are cumulative and in addition to any other rights or remedies to which Buyer may be entitled under the Order or in law or equity.
11. WARRANTIES: (A) Seller represents and warrants that: (1) it has good and marketable title to the Goods and Services, and has received all consents and authorizations from all third parties as may be necessary to sell the Goods and Services to Buyer; (2) all Goods and Services shall be free and clear of any and all liens, security interests or other encumbrances; and (3) Seller is under no restraints arising from contractual or confidential relationships with any third party that would preclude or restrict the full and complete performance of its obligations under the Order. (B) Seller represents and warrants that all Goods and Services (1) are of merchantable quality, (2) are free from all defects in design (except to the extent that Custom Goods comply solely with the detailed designs provided by Buyer) and workmanship and materials, (3) conform to all published specifications and/or the specifications, samples, drawings, design or other requirements (including performance specifications) submitted, approved or adopted by Buyer, as the case may be and (4) are fit for the particular purposes for which they are purchased. (C) Seller represents and warrants that all Services shall be performed by qualified personnel and in a manner that conforms to the practices and standards of Seller’s profession or industry. (D) Any attempt by Seller to limit, disclaim or restrict the preceding representations and warranties or any associated remedies of Buyer by acknowledgment or otherwise shall be null, void and ineffective without Buyer's written consent.
12. DEFAULT: (A) Seller shall be in default (1) if Seller fails to make any delivery in accordance with the agreed delivery date or schedule set forth in the Order; (2) if Seller otherwise fails to observe or comply with any of the other instructions, terms, conditions or warranties applicable to the Order or fails to make progress in the work so as to endanger performance of the Order or (3) if Seller becomes insolvent or makes a general assignment for the benefit of creditors or if any proceedings are commenced by or against Seller under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law or stature, or if a trustee, receiver, liquidator or conservator for the Seller is applied for or appointed. (B) If Seller is in default, Buyer may terminate the Order or any part thereof by written notice and shall be entitled to all rights and remedies provided by law or under the Order, including but not limited to the procurement of similar Goods and Services from other suppliers on such terms and conditions as Buyer determines to be appropriate and to charge Seller for any excess costs incurred in addition to any other damage suffered by Buyer as a result of the default. The rights and remedies set forth in this Section are cumulative and in addition to any other rights or remedies in the Order or in law or equity. (C) Seller shall not have any right to terminate its performance hereunder on the ground of any alleged breach or default by Buyer, unless such breach is material and Buyer has failed to cure the breach within thirty (30) days after receipt of written notice from Seller.
13. INFRINGEMENT: Seller covenants and warrants that the Goods and Services shall not infringe any patents, trademarks or copyrights or other intellectual property rights of any third party, except to the extent that any items are specifically manufactured or created by Seller pursuant to designs originated or otherwise furnished by Buyer.
14. BUYER’S MATERIALS AND TOOLS: (A) All supplies, materials, molds, machinery, equipment, patterns, tools, dies, jigs, fixtures, blueprints, designs, specifications, drawings, photographic negatives and positives, art work, copy layout, consigned material for production or repair and other Items furnished by Buyer, either directly or indirectly, to Seller or for which Seller has been reimbursed by Buyer (collectively, "Buyer’s Materials and Tools”), shall be and remain the property of Buyer and be held by Seller on a bailment basis. Seller shall bear the risk of loss of damage to the Buyer’s Materials and Tools and Seller at its own expense shall keep Buyer’s Materials and Tools insured for the benefit of Buyer. Buyer’s Materials and Tools shall at all times be properly housed and maintained by Seller; shall not be used by Seller for any purpose other than the performance of the Order or subsequent Orders by Buyer for similar Goods; shall be deemed to be personalty; shall be conspicuously marked by the Seller to identify it as Buyer’s property and indicate the Buyer's name; shall not be commingled with the property of Seller or with that of a third person and shall not be moved from Seller's premises without Buyer's prior written approval. Seller, at its expense, shall maintain, repair and refurbish Buyer’s Materials and Tools in first class condition. All replacement parts, additions, improvements and accessories for Buyer’s Materials and Tools are and shall continue to be Buyer's property. (B) Seller agrees that Buyer shall be entitled, at any time, with or without reason and without payment of any kind to retake possession of or request return of any or all Buyer’s Materials and Tools. Upon Buyer’s request, shall immediately release the Buyer’s Materials and Tools to Buyer or deliver them to Buyer or to any location designated by Buyer F.O.B. transport equipment at Seller's plant, properly packaged and marked in accordance with the requirements of the carrier selected by Buyer. Buyer shall have the right to enter onto Seller's premises at all reasonable times to inspect the Buyer’s Materials and Tools and Seller's pertinent records. Seller waives any lien or other rights that Seller might otherwise have on any of the Buyer’s Materials and Tools for work performed on such property or otherwise.
15. CONFIDENTIALITY: Seller shall maintain in confidence and not further disclose any information that it or its representatives receive from Buyer, or obtain or discover in connection with the Order, including with out limitation all specifications, samples, drawings, design or other requirements (including performance specifications) submitted, approved or adopted by Buyer in connection with Custom Goods. Seller acknowledges that such information is the property of the Buyer and agrees that such information shall not be reproduced or used by Seller or transmitted or disclosed to any person or organization by Seller. Seller shall not in any manner advertise or publicize or release for publication any statement relating to the fact that the Order has been placed with it or any details hereof without Buyer’s prior written consent. The foregoing obligations of Seller shall not apply to any of Buyer’s information that is in the public domain without any fault or omission of Seller.
16. CUSTOM GOODS: Seller shall not supply Custom Goods or any goods that are in any way derived from or otherwise based upon Custom Goods to any party other than Buyer.
17. LIMITATION OF LIABILITY: EXCEPT FOR LIABILITY FOR PERSONAL INJURY OR DAMAGE TO PROPERTY, BUYER SHALL NOT BE LIABLE TO SELLER, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, FOR ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT OF COMPENSATION PAID OR PAYABLE BY BUYER TO SELLER UNDER THE ORDER. IN NO EVENT, HOWEVER, SHALL BUYER BE LIABLE TO SELLER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR LOSS OF REVENUE OR PROFITS, EVEN IF THE POSSIBILITY OF DAMAGES OR LOSS HAD BEEN DISCLOSED OR REASONABLY COULD HAVE BEEN FORESEEN. THESE LIMITATIONS SHALL APPLY REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
18. INDEMNIFICATION: Seller shall defend, indemnify and hold the Buyer harmless from all claims, liabilities, losses, damages, costs and legal fees arising out of or relating in any way to any actions, errors, or omissions of Seller, its agents, employees, subcontractors or any other persons directly or indirectly employed by them, in connection with the Order.
19. INSURANCE: Seller shall maintain Comprehensive General Liability – Bodily Injury/Property Damage (including coverage for contractual liability insuring the liabilities assumed in the Order, for products liability, contractors protective liability, where applicable, collapse or structural injury and/or damage to underground utilities, where applicable, and coverage for damage to property in the Seller’s custody, care and controls, as well as naming Buyer as an additional insured) in the amount of $3,000,000 combined single limit per occurrence, Comprehensive Automobile Liability – Bodily Injury/Property Damage covering all owned, hired and non-owned automotive equipment in the amount of $1,000,000 combined single limit each occurrence, Employers Liability in the amount of $1,000,000 each occurrence, Property Insurance covering the full value of all goods and services owned, rented or leased by Seller in connection with the Order, as well as appropriate Workers Compensation Insurance protecting Seller from all claims under any applicable Worker’s Compensation and Occupational Disease Act. Coverage similar to Workers Compensation and Employers’ Liability shall be obtained for each local employee outside the United States where work in connection with the Order is performed. Upon request, Seller shall furnish Buyer a Certificate of Insurance completed by its insurance carrier(s) certifying that insurance coverages are in effect and will not be canceled or materially changed except ten days after Buyer’s written approval. Seller hereby waives subrogation. All insurance specified in this section shall contain a waiver of subrogation in favor of Buyer, its subsidiaries, affiliates and their respective employees for all losses and damages covered by the insurances required in this section, including coverage for damage to Buyer’s Materials and Tools and all other of Buyer’s property in the Seller’s care, custody or control.
20. COMPLIANCE: Seller shall comply with all applicable federal, state and local laws, regulations, rules and orders, including without limitation, the provisions of and regulations promulgated under the Fair Labor Standards Act of 1938, the Occupational Health and Safety Act of 1970, and Title VI and Title VII of the Civil Rights Act of 1964 and Executive Orders, all as amended. Upon request, Seller shall furnish Buyer written certification of Seller’s compliance with the foregoing as well as any other applicable laws, rules or regulations.
21. ASSIGNMENT, SUBCONTRACTING: Seller shall not assign or subcontract any rights or obligations under the Order without the prior written consent of Buyer and any purported assignment or subcontracting without Buyer’s prior written consent shall be void.
22. WAIVER: The waiver by Buyer of a breach by Seller of any provision of the Order shall not be deemed a waiver of future compliance and that provision, as well as all other provisions of the Order, shall remain in full force and effect.
23. SEVERABILITY: If any clause, sentence, or provision of the Order is adjudged by any court of competent jurisdiction to be invalid that judgment shall not serve to affect, impair, or invalidate the remainder of the Order and shall be confined in its operation to the clause, sentence, provision, or part directly involved in the controversy in which the judgment shall have been rendered.
24. GOVERNING LAW: This Order will be governed by and construed in accordance with the laws of the State of Connecticut. Any dispute in connection with the Order that cannot be resolved amicably shall be adjudicated in a federal or state court situated in the State of Connecticut and each party shall submit itself to the jurisdiction of that court. Each party agrees, that any dispute arising under the Order shall be submitted to non-binding mediation under the auspices of a recognized, professional mediator acceptable to both parties, prior to the filing of any lawsuit relating to that dispute.