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ACCESS TO RECORDS AND FACILITIES
Motorola reserves the right to control access to its facilities and records along with those of its subcontractors and suppliers. Such control must include
the right to deny access to those facilities and records deemed to be confidential or proprietary.
EXPORT CONTROL PROVISION
Customer must comply with all applicable export and re-export laws and regulations of Customer’s country and the U.S.A. The exporting and re-exporting
of Products from the U.S.A. is subject to the U.S. Department of State Munitions Control Regulations. Certain of Motorola’s communications products are
controlled products and require special licensing.
Specifically, but without limitation, Customer agrees that it will not resell or reexport any Motorola parts or associated software or technical data in any
form without obtaining appropriate export or re-export licenses from the United States Government or other applicable licensing body. If, at the time or
times of Motorola’s performance hereunder, a validated export license is required to lawfully export any parts or associated technical data or software,
then the issuance of such license to Motorola constitutes a condition precedent to Motorola’s obligations hereunder.
Additional Terms and Conditions for International Transactions
Customer bears all charges of whatever nature imposed at the time of or after delivery of the Products to the carrier at the F.O.B. point, including, but not
limited to, freight, taxes, consular fees and custom duties. After delivery to the carrier at the F.O.B. point, Customer bears all risk of loss or damage to the
Products.
Unless otherwise agreed to in writing by Motorola, payment to Motorola shall be in U.S. currency available in Schaumburg, Illinois, U.S.A., in advance of
shipment or by a confirmed, irrevocable letter of credit acceptable to Motorola.
Customer shall comply with all applicable export laws and regulations of Customer’s country and the U.S.A. Specifically, but without limitation, Customer
agrees that it will not resell or re-export any Motorola Products or associated software or technical data in any form without obtaining appropriate export
or re-export licenses from the United States Government or other applicable licensing body.
If, at the time or times of Motorola’s performance hereunder, a validated export license is required to lawfully export any parts or associated technical
data or software, then the issuance of such license to Motorola shall constitute a condition precedent to Motorola’s obligations hereunder.
Customer shall effect or secure at its own cost all governmental permits, licenses and registrations required in connection with the importation into and
any resale of the goods in Customer’s country and comply with all other applicable laws and regulations.
Motorola will not do business with any customer where Motorola reasonably knows or suspects such customer has engaged in legally questionable or
unethical practices. Customer agrees to comply with this Motorola policy.
HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED ACCORDING TO THE LAWS OF THE STATE OF ILLINOIS, U.S.A. EXCLUDING APPLICATION OF
THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS (1980).
GENERAL
(A) Customer acknowledges that customer has read and understands the terms and conditions herein and agrees to be bound by them, that it is the
complete and conclusive statement of the parties and understanding between the parties relating to the subject matter hereof and all understanding
and agreements, oral and written, heretofore made between Motorola and Customer, are merged in this agreement which alone fully and completely
expresses their agreement.
(B) No modification of or additions to these terms and conditions shall be binding upon Motorola unless such modification is in writing and signed by an
officer of Motorola.
(C) If any term or provision of these terms and conditions is held by a court or other tribunal to be invalid, void, unenforceable, then that term or
provision shall be inoperative and insofar as it is in conflict with law, but the remaining terms and provisions shall nevertheless continue in full force
and effect and the rights and obligations of the parties shall be construed and enforced as if these terms and conditions did not contain the
particular term or provision held to be invalid, void or unenforceable.
(D) Section and paragraph headings used herein are for convenience only and are not to be deemed or construed to be part of these terms and
conditions.
(E) The failure of Motorola to insist, in any one or more instances, upon the performance of any of the terms, covenant or conditions of these terms and
conditions, or to exercise any right herein, shall not be construed as a waiver or relinquishment of the future performance of any such term, covenant
or condition or the future exercise of such right, but the obligation of the Customer with respect to such future performance will continue in full force
and effect.
(F) THESE TERMS AND CONDITIONS AND THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF ILLINOIS.
(G) By placing an order, the person placing the order is representing that he or she has the requisite authority to place the order, and has made an
affirmative determination that the order can be properly placed in accordance with the terms and conditions set forth herein.
(H) If this is an order covered by an existing contract, basic ordering agreement, or basic purchasing agreement between Customer and Motorola, then
only the terms, conditions, and prices of that contract or agreement apply to the order, and Customer is solely responsible for verifying that the
applicable pricing is reflected in this order.
