Terms for the purchase of goods and services

Applicability

• (a) These terms (these "Terms") are the only terms that govern the purchase of goods, materials, equipment, and supplies (collectively, “Goods”) and services (“Services”) by WorkWise Compliance Inc., a Delaware corporation ("Buyer"), from the seller or vendor (the “Seller”) named on the purchase order or service order accompanying or referencing these Terms (the “Purchase Order”). The entire agreement between the parties is comprised of the Purchase Order and these Terms (collectively, this "Agreement") and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
• (b) If a written contract exists between the Buyer and the Seller covering the sale of the Goods or performance of the Services covered under these Terms, the terms of said contract shall prevail to the extent they are inconsistent with these Terms.
• (c) These Terms prevail over any of Seller's general terms and conditions regardless of whether or when Seller has submitted its sales confirmation or such terms. Fulfillment of any Purchase Order does not constitute acceptance of Seller’s terms and conditions and does not serve to modify or amend these Terms. Instead, fulfillment of or other performance under any Purchase Order constitutes acceptance of these Terms. This Agreement expressly limits Seller's acceptance to the terms of this Agreement.

Delivery of goods and performance of services

• (a) Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the "Delivery Date"). Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate the Agreement or the applicable Purchase Order immediately by providing written notice to Seller, and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the Goods on the Delivery Date. Buyer has the right to return any Goods delivered prior to the Delivery Date at Seller's expense, and Seller shall redeliver such Goods on the Delivery Date.
• (b) All Goods shall be delivered to the address specified in the Purchase Order (the "Delivery Location") during Buyer's normal business hours or as otherwise instructed by Buyer. Seller shall pack all goods for shipment according to Buyer's instructions or, if no instructions are provided, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller's risk of loss and expense.
• (c) Seller shall perform the Services on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the "Performance Date(s)”). Timely performance of the Services is of the essence. If Seller fails to perform the Services in full on the Performance Date(s), Buyer may terminate the Agreement or the applicable Purchase Order immediately by providing written notice to Seller, and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to perform the Services on the Performance Date(s).

Inspection and rejection of nonconforming goods

• (a) Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective.
• (b) If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (i) rescind this Agreement or the applicable Purchase Order; (ii) accept the Goods at a reasonably reduced price; or (iii) reject the Goods and require replacement of the rejected Goods.
• (c) If Buyer requires replacement of the Goods, Seller shall, at its expense, replace the nonconforming or defective Goods and pay for all related expenses, including, but not limited to, transportation charges to return the defective goods and for the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party, charge Seller the cost of such replacement, and terminate this Agreement for cause pursuant to Section 16.
• (d) Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller's obligations under the Agreement, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.

• (a) before the date on which the Services are to start, obtain, and at all times during the term of this Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services;
• (b) comply with Buyer’s rules, regulations, and policies, including (i) security procedures concerning systems, data, and remote access to Buyer’s systems, (ii) building security procedures, including restriction of access to certain areas of Buyer’s premises or systems for security reasons, and (iii) general health and safety practices and procedures;
• (c) maintain complete and accurate records relating to the provision of Services, including records of time spent and materials used by Seller in providing the Services. During the term of this Agreement and for a period of two (2) years thereafter, upon Buyer's written request, Seller shall allow Buyer to inspect and make copies of such records;
• (d) obtain Buyer's written consent prior to entering into agreements with or otherwise engaging any person or entity, including all subcontractors and affiliates of Seller, other than Seller's employees, to provide any Services to Buyer (each such approved subcontractor or other third party, a "Permitted Subcontractor"). Buyer's approval shall not relieve Seller of its obligations under the Agreement, and Seller shall remain fully responsible for each Permitted Subcontractor’s and such Permitted Subcontractor’s employees’ performance and for their compliance with this Agreement as if they were Seller's own employees. Nothing contained in this Agreement shall create any contractual relationship between Buyer and any Seller subcontractor or supplier;
• (e) require each Permitted Subcontractor to be bound in writing by the confidentiality provisions of this Agreement, and, upon Buyer's written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to Buyer;
• (f) ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on Seller’s behalf, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the Services;
• (g) ensure that all of Seller’s equipment used in the provision of the Services is in good working order and suitable for the purposes for which it is used, and conforms to all relevant legal standards and standards specified by the Buyer; and
• (h) keep and maintain any Buyer equipment in its possession in good working order and shall not dispose of or use such equipment other than in accordance with the Buyer's written instructions or authorization.

Warranties

• (a) Seller warrants to Buyer that for a period of twelve (12) months from the Delivery Date, all Goods will: (i) be free from any defects in workmanship, material and design; (ii) conform to applicable specifications in the Purchase Order or as otherwise specified by Buyer; (iii) be fit for their intended purpose and operate as intended; (iv) be merchantable; (v) be free and clear of all liens, security interests or other encumbrances; and (vi) not infringe or misappropriate any third party's patent or other intellectual property rights.
• (b) Seller warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; and
• (c) the warranties set forth in this Section 11 are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance of the Goods or Services with the foregoing warranties. If Buyer gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and expense, (i) replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer, and, if applicable, (ii) correct or re-perform the applicable Services. Seller’s replacement, repair, or re-performance shall not preclude or limit Buyer’s exercise of other rights or remedies available at law, in equity, by statute, or under other agreement between the parties.