Purchasing Terms + Conditions

1. APPLICABLE TERMS AND CONDITIONS. These Terms and Conditions (“T&Cs”) delivered in connection with a purchaser order (“PO”) issued by Hound Labs, Inc. (“Hound Labs”) apply to products and services purchased by Hound Labs from Seller, and supersede and replace any Seller terms and conditions in any invoice, order confirmation or other sale document, preprinted or otherwise which conflict with or are in addition to the terms set forth herein. Notwithstanding the foregoing and as an exception thereto, if Hound Labs and Seller enter into a separate agreement signed by both Hound Labs and Seller (a “Purchase Agreement”), the terms and conditions of such Purchase Agreement shall prevail over these T&Cs in the event of a conflict between any of the terms or conditions set forth herein and any term or condition in the Purchase Agreement. Unless Seller provides written notice to Hound Labs within three (3) days of receiving a PO that these Ts &Cs are not accepted by Seller, Seller hereby accepts these Ts&Cs as binding upon it with respect to the PO with which these Ts&Cs are submitted and Seller agrees to abide by all of the terms and conditions contained herein commencing as of the Seller’s acceptance or confirmation of such PO.

 
2. NO CHANGES TO WITHOUT PRIOR WRITTEN CONSENT. Seller agrees to produce and provide product or services in compliance with the requirements defined within the applicable specifications or as otherwise provided by Hound Labs. Seller shall notify Hound Labs in writing detailing any requested changes to the product or service and shall not enact such changes without the prior written consent of Hound Labs. Changes include but are not limited to any modifications to the scope of work, deliverables, design, location, manufacturing processes, testing methods, materials, or prices.

3. CHANGES. By written order, Hound Labs may at any time make changes or additions to a PO, drawings, designs, specifications, statement of work, method of shipment or packing, or time and place of delivery. If any such changes cause an increase or decrease in the cost or time required for performance, Seller shall promptly notify Hound Labs in writing. If agreed upon by Hound Labs, an appropriate equitable adjustment will be made in the price or time of performance, or both, by written modification of the PO. Any claim by Seller for such adjustment must be provided to Hound Labs in writing within ten (5) days after Seller's receipt of the change notice.

 
4. SHIPPING TERMS AND RISK OF LOSS. Unless otherwise defined in a Purchase Agreement, no charge shall be made by Seller for containers, crating, boxing, storage or other packaging requirements. All supplies shall be packaged using materials and processes in a manner that prevents damage, facilitates arrival without damage using the selected transportation method and must be in a form factor that achieves the most economical shipping rates. Seller shall minimally label the shipment with an itemized packing slip referencing the date of shipment, Hound Labs or Manufacturer’s part number, quantity, PO number and shipper / recipient address information. As required by the product specifications, labeling must also include a Certificate of Conformance, Certificate of Analysis, lot / serial number information or other required documentation. Title to all products and services to be delivered hereunder shall remain with the Seller until such products and services are delivered to Hound Labs at the designated point specified on the PO unless otherwise specified on the PO. All risks of loss of, or damage to, the products and services shall be borne by Seller until title to such products or services passes to Hound Labs, and Seller shall bear all risks of loss or damage to the products or services rejected by Hound Labs until acceptable products and services are redelivered to Hound Labs. Deliveries shall be made both in the quantities and at times specified by the PO. Hound Labs will not be liable for payment for products and services delivered to Hound Labs in excess of the quantities specified in the PO. Products and services shipped to Hound Labs in advance of the times specified may be returned to Seller at Seller’s expense.

 
5. ASSIGNMENTS AND SUBCONTRACTS. Seller shall not subcontract work on any product or service to be supplied under a PO without prior written approval of Hound Labs, unless covered by a quality agreement or Master Services Agreement. This provision shall not apply to purchases of standard “of-the-shelf” commercial articles or raw materials.

 
6. INSPECTION RIGHTS. Hound Labs may evaluate, inspect or test products and services for the purposes of verifying compliance to the specifications provided by Hound Labs. Such inspections may occur at any time during the process including but not limited to during manufacturing and upon arrival at their specified destination. Seller agrees to such inspections and warrants the products or services will be manufactured and delivered in accordance with the specifications and shall be free from defect for no less than a period of (1) year after delivery or the associated expiry date of that product. Failure of a product or service to conform with the specifications may result in rejection and return of the product or service at Seller expense, inclusive of any handling charges incurred by Hound Labs and subject to the WARRANTY and DEFECTS clauses contained herein. As defined within the specifications, Seller shall create and maintain records associated with inspections and manufacturing and upon request will provide such documentation to Hound Labs. In the event of a conflict between inspection results, both parties agree to work in good faith to identify the reason for the discrepancy and collaboratively evaluate conformance to the associated specifications. This clause shall remain in effect after payment has been made.

 
7. DEFECTS. If any of the products or services are found to be defective in material or workmanship, or otherwise not in conformity with Hound Labs’ specifications or the requirements of the PO, Hound Labs shall, in addition to any other rights, have the right to either: (a) reject the products or services and rescind the PO as to the rejected products or services; (b) reject the products or services and require their correction by Seller; or (c) accept the products or services and deduct from the amount due Seller the cost of remedying such defects. If Buyer elects (b) above, Seller shall, at no expense to Hound Labs, promptly replace the rejected products and services with products and services acceptable to Hound Labs in accordance with Hound Labs’ instructions. If Seller fails promptly to replace or correct such rejected products or services, Hound Labs may, without waiving any other rights it may have, replace or correct such products or services and charge Seller the cost occasioned thereby, or terminate the PO for default.

 
8. WARRANTY. IN ADDITION TO AND WITHOUT PREJUDICE TO ALL OTHER WARRANTIES BOTH EXPRESS AND IMPLIED, SELLER WARRANTS THAT THE PRODUCTS AND SERVICES FURNISHED HEREUNDER WILL BE: (A) FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP; (B) IN COMPLIANCE WITH ALL REQUIREMENTS OF THE PO AND ALL APPLICABLE DRAWINGS, SPECIFICATIONS, SAMPLES, REPRESENTATIONS OR OTHER DESCRIPTIONS; (C) FREE OF LIENS, ENCUMBRANCES, TAXES, PLEDGES AND INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS; (D) IN COMPLIANCE WITH ALL APPLICABLE LAWS, EXECUTIVE ORDERS AND REGULATIONS; AND (E) SUITABLE FOR THE PURPOSES INTENDED. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE ABOVE, SHALL CONSTITUTE CONDITIONS PRECEDENT AND SHALL SURVIVE INSPECTION, TESTING, ACCEPTANCE AND PAYMENT AND SHALL INURE TO HOUND LABS, ITS CUSTOMERS AND USERS. WITHOUT LIMITATION OF ANY RIGHTS BY REASON OF ANY BREACH OF WARRANTY OR OTHERWISE, PRODUCTS OR SERVICES WHICH VIOLATE ANY WARRANTY MAY BE RETURNED TO SELLER AT SELLER'S EXPENSE FOR CREDIT, CORRECTION OR REPLACEMENT AS HOUND LABS MAY DIRECT, AND IN THE EVENT SELLER FAILS TO PROMPTLY CORRECT OR REPLACE THE PRODUCTS OR SERVICES AS DIRECTED BY HOUND LABS, IN ADDITION TO THE RIGHTS STATED TO ABOVE, HOUND LABS SHALL HAVE THE RIGHT TO TERMINATE THE PO FOR DEFAULT AND RECOVER DAMAGES FROM SELLER.

 
9. DEFAULT. Time is of the essence for all POs. In the event that Seller shall: (a) fail to deliver the products to perform the services required by any PO within the time therein provided; or (b) fail to perform any other provision of the PO or so fail to make progress as to endanger timely and proper performance of the PO and in either event, not cure such failure within a period of ten (10) days after receipt of notice from Hound Labs specifying such default, Hound Labs shall have the right by written notice to Seller to terminate the PO in whole or in part. In the event of such termination, Hound Labs shall have the right at its option to require the Seller to transfer title to and deliver to such extent and in such manner as Hound Labs may direct any completed or partially completed products and any materials acquired for the performance of the PO. Hound Labs shall pay Seller the contract price of any acceptable conforming completed products so transferred and delivered. Hound Labs shall reimburse Seller the costs actually incurred by Seller with respect to any partially completed products and materials so transferred and delivered, provided that if it appears through audit that Seller’s cost of performing the PO in full would have exceeded the purchase price set forth in the PO, then the amount of Seller’s costs payable by Hound Labs for such partially completed products and materials shall be reduced by a pro rata share of such excess. Hound Labs shall also in the event of such termination, have the right to procure, on such terms and in such manner as it may deem appropriate, products or services similar to those so terminated, and to recover from Seller, or as a set off against any sum then or thereafter due to Seller, the excess costs incurred by it in procuring such similar products or services.

 
10. TERMINATION. Without limiting Hound Labs’ right to terminate any PO and these T&Cs for default by Seller, as provided herein, Hound Labs reserves the right to terminate for convenience for any reason, all or any part of any PO without liability provided that to Seller except as specified below. At the sole discretion of Hound Labs, an equitable adjustment may be made to compensate Seller for work performed provided up to the date of termination but in no event will the payments made under any PO exceed the price agreed upon for the completion of the PO. Termination shall be performed under the following terms, and the Seller shall immediately cease work being performed under the terminated PO in the manner and to the extent specified below. Upon receipt of a written notice of termination, Seller shall take the following actions: (a) stop work as specified in the termination notice; (b) place no further orders, subcontracts for materials, services, or facilities, except as necessary to complete the portion of the PO directed by Hound Labs; (c) terminate all existing POs or subcontracts to the extent that they relate to the work terminated; (d) settle all outstanding liabilities and all claims arising out of such termination of orders or subcontracts; (e) as directed by Hound Labs, transfer title and deliver to Hound Labs (i) the fabricated or unfabricated parts, work-in-process, completed work, supplies, and other material produced or acquired for the work terminated, and (ii) the completed or partially completed plans, drawings, information and other property already completed that, if the PO had been completed, would be required to be furnished to Hound Labs; and (f) complete performance as approved of the work not terminated. Seller shall submit to Hound Labs within thirty (30) days after receipt of the termination notice a detailed written statement of Seller’s total direct costs incurred in the performance of work, as determined in accordance with Seller’s standard accounting practices and verified to Hound Labs by Seller’s independent certified public accountants. The term “costs” as used herein is limited to third party direct costs, which have been actually incurred and paid by Seller and posted to Seller’s books of account in accordance with standard accounting practice for commercial contracts, consistently applied, which shall be substantiated by relevant documents in accordance with Seller’s standard commercial practice. In the event of such termination, all items of work-in-process and/or inventory related to the terminated portion of the PO, and which are under the custody or control of Seller, its affiliates or subcontractors, shall be insured by Seller on behalf of Hound Labs, until delivery to Hound Labs. If it is feasible for Seller to utilize any items or terminated work-in-process and/or inventory, Seller shall submit to Hound Labs an offer to acquire such items. If the Hound Labs accepts said offer, Seller’s termination claim shall be credited with the agreed upon acquisition price. If the termination is partial, Seller may file a proposal with Hound Labs for an equitable adjustment of the price(s) of the continued portion of the PO. Hound Labs shall make any equitable adjustment if agreed upon. Seller shall use its best efforts to place its orders and subcontracts on terms that will minimize termination costs consistent with this provision. This provision shall be the sole remedy to which Seller is entitled in the event Hound Labs terminates a PO for convenience, and Hound Labs shall have no liability for special, indirect, incidental, punitive, or consequential damages or lost profits.  If Seller ceases to conduct its operations in the normal course of business (including inability to meet its obligations as they mature) or if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for an assignment for the benefit of creditors is made by Seller, Hound Labs may terminate any PO for cause, without liability except for deliveries previously made for products and services conforming to the PO.  Sections 4, 7, 8, and 9, this Section 10, and Sections 11, 12, 13, 14, 15, and 16 shall survive any such termination of any PO and/or these T&Cs.

 
11. TOOLING. All materials, tooling, tools and equipment required to fill any PO shall be furnished by Seller to Hound Labs unless otherwise specified by Hound Labs. Materials, tooling, tools and equipment furnished to Seller by Hound Labs, including those items purchased by Hound Labs for use by the Seller, shall be held by Seller as Hound Labs property and shall not be used except for the purpose of Seller’s performance under the PO. All such items shall be satisfactorily marked, segregated or otherwise clearly identified by Seller as the property of Hound Labs and shall be kept by Seller in good condition and repair and shall be returned by Seller at Hound Labs’ request in as good a condition as when received, except for reasonable wear and tear, except to the extent that any such items have been incorporated in supplies furnished to Hound Labs under a PO or have been properly consumed in the normal performance of work thereunder. Hound Labs shall have the right to remove its materials, tooling, tools and equipment at any time for convenience and upon receivership, bankruptcy or other default of Seller or upon termination of the applicable PO. All risks of loss or damage to such materials, tooling, tools and equipment shall be upon Seller until such items have been delivered to Hound Labs.

 
12. PROPRIETY AND CONFIDENTIAL INFORMATION. Seller agrees that any and all information including but not limited to all drawings, specifications, designs, photographs, and other engineering, manufacturing and business information (“Confidential Information”) furnished by or produced on the behalf of Hound Labs are the proprietary and confidential information of Hound Labs, and except as may be necessary for the performance of a Hound Labs PO (the “Purpose”), shall not be used or reproduced by Seller or disclosed or transmitted by Seller to any person or organization (other than a previously approved subcontractor) without the prior written consent of Hound Labs. Seller shall not sell, supply or otherwise provide to any person or organization (other than Hound Labs) any products or services containing, incorporating or derived from any such proprietary or Confidential Information. Seller shall, upon the demand of Hound Labs, promptly return all such written or recorded information, including but not limited to drawings, specifications, designs, photographs, and other engineering, manufacturing information and any other Confidential Information together with all copies of reproductions in Seller’s possession or control. Seller shall restrict access to the Confidential Information of Hound Labs to those of the Seller’s employees, consultants and agents who need such access in order to participate on behalf of the Seller in the Purpose and who are bound by written confidentiality agree­ments that protect the confidentiality and use of such information.

 
13. TERMS OF PAYMENT. A separate invoice shall be issued for each shipment of products and services and must include the relevant Hound Labs PO number. With exception to a down payment agreed upon by both parties, no invoice shall be issued prior to shipment of the products or performance of the services and no payment will be made prior to receipt of the products and services and the correct invoice. All undisputed amounts owing for products and services properly and timely delivered to Hound Labs shall be due forty-five (45) days from date of receipt of Seller’s invoice unless otherwise listed on the PO or agreed in writing signed by both parties. Payment terms under the PO shall be binding and may not be modified unless agreed upon by both parties in which case a revision to the PO shall be issued reflecting the newly agreed upon terms.

 
14. TAXES AND EXPORT/IMPORT REGULATIONS. The price set forth in any PO includes all applicable state and local sales taxes. Seller shall include any tax collected by the Seller from Hound Labs on the invoice. If any import duties are included in the price, Seller shall cooperate with Hound Labs in securing any rebates or drawbacks, which shall be for the sole benefit of Hound Labs. Seller is responsible for remitting tax payments to relevant tax agencies, complying with all relevant U.S. export and import laws, and the laws of any other country from which data, materials, or articles have been sourced or imported in the performance of the PO. In particular, Seller shall obtain any required approval of the U.S. Government, including the approval of any other relevant government, before exporting or importing any equipment, materials or data generated under any PO. Seller certifies that all technology and information required under any PO is based and covered by existing export or import licenses from the applicable government. Seller represents and warrants that, except as allowed under applicable U.S. export license provisions, no technical data furnished to it hereunder shall be disclosed by it to any foreign national, firm, or country, including foreign nationals employed by or associated with Seller, nor shall Seller re-export any technical data without first complying with all requirements of the International Traffic in Arms Regulations of the U.S. Department of State and the Export Administration Act and Regulations, U. S. Customs, including the requirement for obtaining any export or import license, if applicable. Seller shall first obtain the written consent of Hound Labs prior to submitting any request for authority to export or import any such technical data. Seller shall hold Hound Labs harmless for all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and all other expenses arising from its failure to comply with this provision, the International Traffic in Arms Regulations or the Export Administration Act or other applicable export or import control laws.

 
15. INDEMNIFICATION. SELLER WILL DEFEND, INDEMNIFY AND HOLD HARMLESS HOUND LABS, AND ITS AFFILIATES, AND THEIR OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, AGAINST ANY CLAIMS, LOSS, DAMAGE OR EXPENSE, INCLUDING, WITHOUT LIMITATION, PAYMENT OF DIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGE, AND EXPENSES OF DEFENDING CLAIMS, INCLUDING ATTORNEYS’ FEES, PROPERTY LOSS AND/OR DAMAGE, AND PERSONAL INJURY AND/OR DEATH, WHICH RESULTS FROM SELLER’S PERFORMANCE OR NONPERFORMANCE OF ANY PO. HOUND LABS WILL PROMPTLY INFORM SELLER OF ANY CLAIM, DEMAND OR SUIT ASSERTED OR INSTITUTED AGAINST WHICH MAY PERTAIN TO THE SELLER AND PERMIT SELLER TO DEFEND THE SAME WITH COUNSEL REASONABLY ACCEPTABLE TO HOUND LABS.

 
16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United States and the internal laws of the State of California and the parties hereby irrevocably and unconditionally submit to the sole and exclusive jurisdiction of the state courts of the State of California and to the jurisdiction of the United States District Court for the Northern District of California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement.