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7325 Penn Avenue
<br />Suite 200
<br />age
<br />Pittsburgh, PA 15208
<br />Tel : 412.241.7335
<br />Fax : 412,241.7311
<br />i
<br />• Invoices and Notices Al correspondence covering this quote must be addressed to Accounts Payable, 4th Floor /Room 429, 20
<br />Civic Center Plaza, Santa Ana, CA 92701 - Electronic copy to: Purchasing_AP@santa-ana.org
<br />• The parties agree that for any transactions subject to this quote, facsimile signatures shall be accepted as original signatures,
<br />orders may be transmitted electronically and any document created pursuant to this or may be maintained in an electronic
<br />document storage and retrieval system, a copy ofwhich shall be considered an original. Neither party shall raise any objection to
<br />the authenticity of this quote or any document created hereunder, based on the use of a facsimile signature, electronic order or
<br />the use of a copy retrieved from an electronic storage system.
<br />• Severability. In case any one or more provisions contained in this quote shall be invalid, illegal, or unenforceable in any respect,
<br />the validity, legality, or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired
<br />thereby.
<br />• NoticeAnvAnv notice given under this quote shall be in writing and will be effective: (i) when delivered if delivered in person; or, (ii)
<br />three (3) days after deposited in the United States mail to the address provided on the first page of this quote. Email
<br />communications are solely for the convenience of the parties and will not constitute valid or effective legal notice for purposes of
<br />this quote
<br />• Taxes Prices include any municipal, provincial, state or federal sales, use, excise, value added or similar taxes, or in lieu thereof,
<br />Buyer will provide Seller with a tax exemption certificate acceptable to the taxing authorities.
<br />• Export Laws Buyer agrees to comply with all applicable export laws, assurances, codes, and license requirements and controls of
<br />the United States and other applicable jurisdictions in connection with the use and resale of products including Buyer's
<br />acceptance of responsibility for the payment of any relevant taxes or duties, etc.
<br />• ]TAR om lin ante Buyer is advised that this purchase order may involve goods or services subject to the International Traffic in
<br />Arms Regulations (ITAR) ITAR 22 CFR , Chapter 1, Sub -Chapter M, §120-§130, Sale of goods may be subject to licensing
<br />requirements by the U.S. Government, and may not be resold, diverted, transferred, or otherwise be disposed of, to any other
<br />country or to any person other than the authorized end -user or consignee(s), either in their original form or after being
<br />incorporated into other end -items, without first obtaining approval from the U.S. Department of State or use of an applicable
<br />exemption. If Buyer is a U.S. company that engages in the business of either manufacturing or exporting defense articles or
<br />furnishing defense services, the Buyer herby certifies that it has registered with the U.S. Department of State, Directorate of
<br />Defense Trade Controls and understands its obligations to comply with the International Traffic in Arms Regulations (ITAR) and
<br />the Department of Commerce, Export Administration Regulations (EAR). Buyer shall indemnify and hold Seller harmless from and
<br />against any liability claims, demands or expenses (including attorneys or other professional fees) arising from or relating to
<br />Buyer's non-compliance with U.S. export laws.
<br />• Applicable Law This Agreement is governed by the laws of the State of California, excluding the United Nations Convention on
<br />Contracts for the International Sale of Goods ('CISG') and excluding its conflict of laws rules.
<br />• Entire, A2reement; Additional or Different. Provisions Re ectp& Modifications; Amencirrent.Thi quote constitutes the entire
<br />agreement between Buyer and Suppliec.Anyadditional or different provisions proposed by Buyer are rejected and will not be
<br />effective unless agreed to in writing by Seller.The parties may agree to amend provision(s) contained in these Terms and
<br />Conditions if such amendment (1) specifically references the provision(s) in these Terms and Conditions to be amended; (2)
<br />specifically provides how such provision(s) is amended, and (3) is executed by the President of Seller.Otherwise, this Quote may
<br />be amended or renewed only by written agreement of both parties.
<br />• Dorumrntation Any specifications, characteristics and other indications that appear on Seller's or Manufacturers technical and
<br />commercial documentation shall be indicative only and do not have any contractual value except when expressly indicated in
<br />writing. The documentation supplied to the Buyer is established in accordance with the standards, technical specifications and
<br />norms used in United States on the date of execution of the contract. It remains the product manufacturer's exclusive property.
<br />Delivery dates are not guaranteed, but are estimated on the basis of immediate receipt by Seller of all information and approvals to
<br />be furnished by Buyer and the absence of delays which are excused under Section 8 (Force Majeure). The published delivery date
<br />shall be meant as an indication only, so that a non -respect of the delivery date shall not be considered as a default, not shall it entitle
<br />the Buyer to claim damages for the delay or to hold back the payment due, unless it has been agreed otherwise in writing. The Seller
<br />reserves the right to make partial deliveries with corresponding invoicing. The Seller shall retain the property title of the sold products
<br />until the payment is received in full. Late payment or non-payment of any one of the due payments could result in Seller's's claim to
<br />return the sold products. The Buyer shall nevertheless assume the risk of deterioration or loss of the received products as well as the
<br />damages that it could cause.
<br />25C-21
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