The Terms and Conditions that apply to the purchase of material items, products, components, or services (hereinafter, “Materials”) by Ryft Systems, Inc. (“Ryft”) from you (“Seller”) are those terms on the face of the Purchase Order (the “Order”), these Terms and Conditions, and those terms contained in attachments referenced herein generally, all in the order of precedence as listed. All prior or contemporaneous oral or written statements or terms varying the terms herein are specifically rejected and disclaimed. If a Master Purchase Agreement (“MPA”) or Master Services Agreement (“MSA”) is listed in this Order, the MPA or MSA terms shall take priority in all situations.  SELLER BY ACCEPTANCE OF THIS PURCHASE ORDER EXPRESSLY COVENANTS, WARRANTS AND AGREES AS FOLLOWS.

This Order to Seller constitutes an offer expressly limited to the terms and conditions contained in these Terms and Conditions. Seller’s execution and return of the acknowledgment copy hereof or production or shipment of Materials described in this Order shall be the manner of acceptance of this Order and such acceptance is solely limited to the terms and conditions herein contained.  Seller’s acceptance of this Order evidences agreement with all of these terms, including those inconsistent with provisions in any of Seller’s forms. Terms and conditions in conflict with, different from, or in addition to those set forth herein, including any contained in Seller’s acknowledgment form, shall not be binding on Ryft unless specifically consented to in writing by Ryft’s authorized representative. All technical specifications, drawings, notes, instructions, or information referred to in this Order are deemed to be incorporated by reference. In case of any discrepancies or questions, Seller shall refer to Ryft for decision or instructions or for interpretation. No employee, representative or agent of Ryft has any authority to bind Ryft to any affirmation, representation or modification concerning the Materials to be provided hereunder unless specifically included with this Order or as a written amendment hereto and signed by an authorized representative of Ryft.

TIME IS OF THE ESSENCE WITH RESPECT TO ANY DELIVERY UNDER THIS ORDER.  If delivery is not completed within the time specified in this Order, Ryft reserves the right without liability in addition to its other rights and remedies (a) to terminate this Order by notice effective when received by Seller as to Materials not yet shipped; and (b) to purchase substitute Materials elsewhere and charge the Seller with any loss incurred. Seller may ship Materials to Ryft in advance of the schedule set forth in this Order, provided that Ryft is not obligated to inspect and accept such Materials (as set forth in Section 6 below) until delivery date set forth in this Order. Any provision herein for delivery of Materials by installment shall not be construed as rendering the obligations of the Seller severable. Ryft has the right to cancel any or all undelivered portion, if any, of this Order if delivery is not made strictly in accordance with each and all of its provisions. Seller shall notify Ryft in writing promptly of any delays (however caused) and of any actual or potential labor dispute which delays or threatens to delay the timely performance of this Order.

Ryft shall have the right to make changes agreed upon between the parties in specification, design, delivery schedules, testing methods, packing, or destination.  If any such changes may cause an increase or decrease in the cost of or time required for performance, the parties shall negotiate in good faith an equitable adjustment to the contract price or delivery schedule, or both. Price increases, extensions of time for delivery, and quantity changes shall not be binding on Ryft unless evidenced by a Change Order issued and signed by Ryft.  In case of any doubt, Seller should promptly consult with Ryft’s Purchasing Department for further instructions in connection with any claim for adjustment under this clause.

All Materials purchased hereunder must be packed and packaged to ensure safe delivery in accordance with good commercial practice and, where incorporated, Ryft’s packaging specifications. Seller shall mark the following on all containers: handling and loading instructions, shipping information, part number, Purchase Order number, item number, quantity in box, shipment date, and names and addresses of Seller and Ryft. An itemized packing slip must accompany each shipment.  All shipments of hazardous materials under this Order shall comply with current U.S. Department of Transportation (DOT) regulations as published in 49 C.F.R. 100-199, and labeling shall meet the current U.S. Occupational Safety and Health Administration (OSHA) regulations, as published in 29 C.F.R. 1910.1200, for the transporting and labeling of hazardous materials. Material Safety Data Sheets (MSDS) shall be supplied with the first shipment of all hazardous materials, and these sheets shall be resubmitted if any changes or updates, are made.

Unless otherwise specifically provided in this Order, all Materials ordered hereunder shall be delivered F.O.B. Destination. For shipments made F.O.B. Shipping Point: (a) all shipments moving in one day to the same location via the same carrier shall be considered on one bill of lading, and multiple packages in the same shipment shall be tied into bundles; (b) unless otherwise specifically instructed, shipments via limited liability carriers (Air Freight, UPS, etc.) and those subject to released value ratings shall be declared at the value which will secure the lowest transportation charge; (c) seller shall comply with Ryft’s shipping and routing instructions and shall not use premium cost transportation unless authorized by Ryft; (d) losses and/or excess charges resulting from deviation from Ryft’s instructions shall be charged to Seller’s account.  Notwithstanding any prior inspections and irrespective of the F.O.B. point named herein, Seller shall bear all risk of loss, damage or destruction to the ordered Materials until final acceptance of the Materials by Ryft at destination.

All Materials furnished hereunder are subject to inspection and approval by Ryft upon receipt, notwithstanding prior payments therefore, and may be rejected, in whole or in part, by Ryft if inferior in quality or workmanship or not in conformity with the terms, specifications or requirements of this Order. If deemed necessary by Ryft, Seller shall provide, without additional charge, reasonable facilities and assistance for such inspection and tests. Any inspection records relating to Material covered by this Order shall be available to Ryft during the performance of this Order and for such longer periods as specified by Ryft. Further, if after acceptance of such Materials or any part thereof, it is determined in Ryft’s good faith discretion to be contaminated, defective, not in compliance with the terms, specifications and requirements of this Order, maintained in a manner inconsistent with industry standards, or otherwise unfit for sale, such Materials shall be subject to return to Seller with charges for transportation both ways, labor and other costs of unloading and reloading, trucking and similar costs payable by Seller, and at full credit to Ryft. If Seller ships Materials in excess of this Order, the excess shall be subject to return to Seller with charges for transportation both ways, labor and other costs of unloading and reloading, trucking and similar costs payable by Seller, and at full credit to Ryft. Rights granted to Ryft in this article entitled INSPECTION AND ACCEPTANCE are in addition to any other right or remedies provided elsewhere in this Order or in Law.

Seller agrees that, if it should at any time prior to the delivery of the last Materials covered herein, sell like articles in similar quantities to any third party at lower prices, it shall notify Ryft and Ryft shall receive full benefit of such lower prices. . All prices specified herein include all charges for, but not limited to, Seller’s inspection, packaging, and handling. Prices set forth are exclusive of applicable sales, use, excise, value-added, or similar taxes. Ryft shall pay, as a separate item, the gross amount of any such taxes, but not including income taxes. In lieu of Ryft paying any of the taxes set forth above, Ryft may furnish Seller with a tax-exemption certificate. Seller agrees to provide Ryft with data needed for tax exemption, duty drawback, or other tax situations, upon request of Ryft.

After each shipment of Material or performance of service made under this Order, Seller shall send invoices including Order number to Ryft’s Accounts Payable Department ( Seller shall submit invoices to Ryft upon completion of the milestones specified in this Order or, if no such milestones are specified, on a monthly basis for services performed in the previous month. Unless otherwise expressly provided in this Order, payment to Seller of undisputed fees and permitted expenses shall be due forty five (45) days following Ryft’s receipt of an invoice therefor submitted in accordance with the terms hereof and accurately reflecting payment due. Payment of invoice shall not constitute acceptance of Material ordered and shall be subject to appropriate adjustment if Seller fails to meet the requirements of this Order. Ryft shall have the right at any time to set off any amount due from Seller to Ryft against any amounts due to or owing to Seller (or any of its associated or affiliated companies including agents and representatives) with respect to this Order or any subsequent Order or any other contractual agreement between the parties hereto or their respective associated or affiliated companies, unless such set-off violates local laws and regulations.

If Seller’s work under this Order involves operations by Seller on Ryft’s premises or at any of Ryft’s customers’ premises or at any place where Ryft conducts operations, or with Material or equipment furnished to Seller by Ryft for execution of this Order, Seller shall take all necessary precautions to prevent the occurrence of any injury to person or property during the progress of such work. Seller shall maintain public liability, personal injury, property damage insurance, employer’s liability, worker’s compensation insurance, and such other insurance in forms and amounts as may be reasonably required to protect Ryft from said risks and from any statutory liabilities whatsoever arising therefrom. Seller shall produce evidence of such insurance upon request by Ryft.

All tools, special dies, molds, patternings, equipment, and any other property furnished by Ryft or specifically paid for by Ryft for use in the performance of this Order (the “Ryft Property”), shall be and remain the property of Ryft, shall be subject to removal at any time upon Ryft’s demand, shall be used only in filling orders for Ryft or its nominee, shall be maintained in good order and condition, and shall be clearly identified as the property of the Ryft. Seller shall return all Ryft Property in a timely manner upon Ryft’s request and on a schedule agreed upon between the parties.  Seller assumes all liability for loss or damage to such Ryft Property.

All Materials purchased hereunder shall conform to the descriptions, specifications and requirements contained in this Order or in Seller’s quote to Ryft and, if the sale be by sample, conform to the sample. All Materials purchased hereunder shall be comprised of new and not refurbished material and be of merchantable quality and shall be fit and suitable for the purposes intended by Ryft. Seller shall not make any changes in the Materials that may alter properties, impurities, specifications, dimensions or any other characteristics of the Materials. The foregoing warranties shall constitute conditions and are in addition to all other warranties, whether expressed or implied, and shall survive any delivery, inspection, acceptance, or payments by Ryft. If any Materials delivered hereunder do not meet the warranties specified herein or otherwise applicable, Ryft may, at its option: (a) require the Seller to correct at no cost to Ryft any defective or nonconforming Materials by repair or replacement; or (b) return such defective or nonconforming Materials at Seller’s expense to the Seller and recover from the Seller the order price thereof; or (c) correct the defective or nonconforming Materials and charge Seller with the cost of such correction. The foregoing remedies are in addition to all other remedies at law or in equity or under this Order, and shall not be deemed to be exclusive. All warranties shall be run to the Ryft and to its customers. Ryft’s approval of the Seller’s material or design shall not relieve Seller of the warranties set forth in these Terms and Conditions, nor shall waiver by Ryft of any drawing or specification requirement for one or more of the items constitute a waiver of such requirements for the remaining items to be delivered hereunder unless so stated by Ryft in writing. Seller represents to Ryft that, either the Materials do not contain any hazardous substance or, if they do contain a hazardous substance, all hazardous substances therein are specifically and properly identified on a Material Safety Data Sheet packed with the product(s); and the Materials shall not create an environmental hazard when used in accordance with the operating instructions provided to Ryft by Seller. As used herein the term “hazardous substance” means any substance that is prohibited or regulated by any law for the protection of human health or the environment or which is at any time designated by any governmental authority to be radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment; and the term “environmental hazard” means any contamination of soil, water, or air with, or any exposure of humans or nature to, a hazardous substance in violation of any environmental law or regulation.

Seller warrants freedom from patent infringement and agrees to indemnify, hold harmless, and defend Ryft, its subsidiaries, and its employees, directors, officers, and/or their customers and vendors with respect to all claims, suits, actions, and proceedings for actual or alleged infringements of any patent, copyright, trademark or trade name, trade secret, or other protected right in any country resulting from any sale, use, or manufacture of any Material delivered hereunder, and to pay and discharge all judgments, decrees, and awards rendered therein or by reason thereof, and bear all expenses, costs, and legal fees (including Ryft’s) associated herewith. Ryft reserves the right to be represented in any such action by its own counsel at its own expense.

Seller shall, at Ryft’s option, defend Ryft, its subsidiaries, and its employees, directors, officers, and/or their customers and vendors against each and every demand, claim, asserting of liability or action arising or alleged to arise, directly or indirectly out of (a) the possession, use, sale, handling or consumption of any Materials sold or delivered by Seller pursuant to this Order; (b) any act, omission or failure to perform the obligations or requirements hereunder of Seller or imposed by law; or (c) the passive, secondary or concurrent (but not sole) negligence, with respect to the Materials sold or delivered hereunder, of Ryft, its subsidiaries, and its employees, directors, officers, and/or their customers and vendors, made or instituted by any person, group or organization, including employees of Seller or Ryft, whether such demand, claim, assertion of liability or actions be for (i) damages, sickness, injury or death to persons, (ii) damages or injury to property, whether of Ryft or otherwise, (iii) inaccurate, incomplete or false labeling or description, (iv) defects in quantity or quality or (v) breach of any warranty, express or implied, whether included herein or otherwise, and Seller shall assume legal responsibility for, indemnify and hold free and harmless Ryft, its subsidiaries, and its employees, directors, officers, and/or their customers and vendors against any and all loss, damage, fines, liability, costs and expenses (including, but not limited to attorney fees, court costs, and reasonable investigative and discovery costs) and other sums which Ryft, its subsidiaries, and its employees, directors, officers, and/or their customers and vendors may reasonably pay or may become obligated to pay on account of each and every such demand, claim, assertion of liability, or action. Ryft agrees to notify Seller promptly in writing in the event any such claim, demand, assertion of liability, or action, is brought to Ryft’s attention.


Seller shall not assign this Order, any rights under this Order, or any monies due or to become due hereunder or delegate or subcontract any obligations or work hereunder without the prior written consent of Ryft. No purported assignment or delegation by Seller shall be binding on Ryft without such consent. Seller shall ensure that, subject to the foregoing, any third party contract and/or assignment made hereunder shall incorporate the provisions of this Order by specific reference hereto.

Ryft may terminate this Order in whole or in part at any time for its convenience upon Ryft’s written notification to Seller. Ryft shall pay Seller for deliverables and services that have been completed, as well as reasonable costs accrued for work in process through the date of receipt of the termination notice. Ryft shall not be liable for lost or anticipated profits or unabsorbed indirect costs. Ryft may also terminate this Order: (a) upon ten (10) days written notice in the event of a material breach by Seller of these Terms and Conditions or this Order, provided that such breach remains uncured at the end of such ten (10) day period; (b) immediately in its sole discretion upon Contractor’s material breach of Section 17 (“Proprietary Information/Title to Specifications”), or Section 18 (“Non-solicitation”); or (c) immediately in the event any third party contract of Ryft is terminated (in whole or in part) that relates to the work performed by Seller hereunder.

All written information obtained by Seller from Ryft in connection with this Order and which is identified as proprietary, including, but not limited to, any specifications, drawings, blueprints, and software programs, and any other types of tangible or intangible information, shall remain the property of Ryft, shall be used by Seller only to the extent necessary for performance of this Order, and shall not be disclosed to any third parties without prior written consent of Ryft. Seller shall not make or authorize any news release, advertisement, or other disclosure which shall confirm or deny the existence of this Order or a relationship between the parties without prior written consent of Ryft, except as may be required to perform this Order.

At all times during the term of this Order and for the twelve (12) month period immediately following the delivery and/or completion of the Materials, Seller will not, directly or indirectly, solicit, induce, or attempt to induce, any employee, former employee or independent contractor to terminate or breach any employment, contractual, or other relationship with Ryft; provided, however, the foregoing restriction shall only apply to former employees to the extent the applicable solicitation occurs within the six (6) month period after the former employee’s employment relationship with Ryft has terminated.  This paragraph will not be construed to restrict either party from general employment advertising in the newspapers, trade publications, or other public commercial media, or from meeting with parties responding to such general advertisements without direct solicitation.

The failure of Ryft to insist, in any one or more instances, upon the strict performance of any provision of this Order, or to exercise any right or privilege granted to Ryft hereunder, shall not constitute or be construed as a waiver of any such provision or right, and the same shall continue in force.

Seller hereby agrees to notify Ryft of any inherent hazard related to the Material being purchased herein that would expose the hazard during: handling, transportation, storage, use, resale, disposal, or scrap. Said notice shall specify: the product name and part number, the nature of the hazard, proper precautions that must be undertaken by Ryft or others, and any additional information that Ryft should reasonably know to protect its interest.

By acceptance of this Order, Seller agrees to comply with all applicable federal laws, including the Civil Rights Act of 1964 and Executive Orders 11246, 11375, and amendments thereto, as well as the Equal Opportunity clause of 41 C.F.R. 60-741.5. Seller also agrees to comply with applicable provisions of the Fair Labor Standards Act, the federal Food, Drug and Cosmetics Act as amended, and Occupational Safety and Health Act, and all other applicable federal, state, county and local laws, ordinances, regulations, and codes (including the procurement of required permits and certificates and compliance with the Small and Minority Business Investment Act known as Public law 95-507) in Seller’s performance hereunder. Whether or not Ryft provides a specification, if materials, services, or containers furnished by Seller are required to be constructed, packaged, labeled, or registered in prescribed manner, Seller shall comply with the applicable federal, state, county and local laws, ordinances, regulations, and codes. Seller further agrees to indemnify and hold Ryft and its customers harmless from any loss or damage that may be sustained by Ryft by reason of Seller’s failure to do so.  Seller, to the extent required by law, has registered and is duly licensed to sell and distribute all Materials.

If a government contract is referenced in this Order, clauses contained in the current issue of the Federal Acquisition Regulations (FAR) and supplements thereto, which the government makes mandatory for a contractor under a government contract to include in its subcontracts thereunder, shall apply to this Order.

Seller warrants that the Materials delivered pursuant to this Order shall (a) be and only contain materials obtained directly from the Original Component Manufacturer or Original Equipment Manufacturer (collectively, the Original Manufacturer or “OM”) or an authorized OM reseller or distributor; (b) not be or contain Counterfeit Goods, as defined below; and (c) contain only authentic, unaltered OM labels and other markings. Seller shall obtain and retain all documentation required to fully trace the distribution and sale of the Materials delivered hereunder back to the relevant OM and, on request of Ryft, shall provide such authenticating documentation. “Counterfeit Goods” include, but are not limited to, Materials or separately identifiable items or components of Materials that: (i) are an illegal or unauthorized copy or substitute of an OM item; (ii) are not traceable to an OM sufficient to ensure authenticity in OM design and manufacture; (iii) do not contain proper external or internal materials or components required by the OM or are not constructed in accordance with OM design; (iv) have been re-worked, re-marked, re-labeled, repaired, refurbished, or otherwise modified from OM design but not disclosed as such or are represented as OM authentic or new; (v) have not passed successfully all OM required testing, verification, screening, and quality control processes; or (vi) an item with altered or disguised documentation, package labeling, or item marking intended to mislead a person into believing a non-OM item is genuine, or that an item is of better or different performance when it is not.  Seller further warrants that it has and shall have an internal Counterfeit Goods control process for Materials delivered hereunder to prevent the delivery of Counterfeit Goods, that conforms to the AS5553 standard and will also be in accordance with any standards or instructions set forth in any Ryft Specifications. Ryft shall have the right to audit, inspect, and/or approve the processes at any time before or after delivery of the Materials ordered hereunder. Ryft shall have the right to require changes to the processes to conform with Ryft’s defined standards, if any. Failure of the Seller to conform its processes with Ryft’s defined standards may result in the termination of this Order in accordance with the termination provisions set forth herein. Seller shall immediately notify Ryft with the pertinent facts if Seller becomes aware or suspects that it has furnished Counterfeit Goods. This clause applies in addition to any quality provision, specification, statement of work or other provision included in this Order addressing the authenticity of Materials. To the extent such provisions conflict with this Section 23, this Section 23 prevails. In the event that Materials delivered under this Order constitute or includes Counterfeit Goods, Seller shall, at its expense promptly replace such Counterfeit Goods with genuine Materials conforming to the requirements of this Order. Notwithstanding any other provision in this Order, Seller shall be liable for all transportation costs relating to the return and replacement of Counterfeit Goods.  UNLESS OTHERWISE SET FORTH ABOVE, THE REMEDIES CONTAINED IN THIS SECTION 23 ARE IN ADDITION TO ANY REMEDIES RYFT MAY HAVE AT LAW, EQUITY, OR UNDER OTHER PROVISIONS OF THIS ORDER. Seller shall include the substance of this Section 23 in any agreement between Seller and its lower tier sellers. Seller shall include the substance of this Section 23 in any agreement between Seller and its lower tier sellers.

Seller is hereby notified that Ryft may, for the purposes of this Order, disclose to Seller Defense Articles, Technical Data (as defined under the ITAR), and/or Defense Services (as defined under the ITAR). Seller agrees that it will not permit access to the Materials, any data supplied by Ryft, or Ryft Property by any Foreign Persons (as defined under the ITAR) employed by or associated with Seller, whether located in the U.S. or not, without U.S. government authorization or Ryft’s written consent.  Seller will notify Ryft in writing prior to providing or otherwise disclosing any Defense Articles and/or Technical Data to Ryft. Any Technical Data disclosed by Seller to Ryft shall be delivered to Ryft’s headquarters. If Seller is a manufacturer and/or exporter of Defense Articles (as defined under the ITAR), Seller represents that it is registered with the U.S. Department of State and will maintain said registration in order to be eligible to engage in the manufacture and/or export of Defense Articles as required by the ITAR. Seller shall indemnify Ryft and be solely responsible for any and all Damages arising from any act or omission of Seller, its officers, employees, agents, suppliers, or subcontractors at any tier in their respective non-compliance with the ITAR, as applicable.

This Order shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia without regard to conflicts of laws or principles. For international purchases delivered to or for use in the United States, the U.N. Convention on the International Sale of Goods is specifically excluded.

Where Seller supplies services to Ryft or otherwise creates Intellectual Property (as defined below) for Ryft under this Order, all of the above terms and conditions shall apply. Any copyrightable works, ideas, discoveries, inventions, patents, goods, or other information (collectively “Intellectual Property”) developed in whole or in part by or on behalf of Seller in connection with or relating to the Materials shall be the exclusive property of Ryft. Upon request, Seller shall sign all documents and otherwise cooperate with Ryft as necessary to assign, confirm and perfect the exclusive ownership of all Intellectual Property rights in the Materials to Ryft.

Seller’s relationship with Ryft is that of an independent contractor, and nothing in these Terms and Conditions is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Seller will not be entitled to any of the benefits which Ryft may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. If, notwithstanding the foregoing, Seller is reclassified as an employee of Ryft, or any affiliate of Ryft, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, Seller agrees that Seller will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or a retrospective basis, any employee benefits under any plans or programs established or maintained by Ryft. Seller is not authorized to make any representation, contract or commitment on behalf of Ryft unless specifically requested or authorized in writing to do so by an officer of Ryft. Seller is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under these Terms and Conditions. Seller is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under these Terms and Conditions. No part of Seller’s compensation will be subject to withholding by Ryft for the payment of any social security, federal, state or any other employee payroll taxes. If applicable, Ryft will report amounts paid to Seller by filing Form 1099-MISC with the Internal Revenue Service as required by law.

THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE BY RYFT IN ITS SOLE DISCRETION AT ANY TIME.  When changes are made, Ryft will make a new copy of these Terms and Conditions available on its website at, and update the version date at the top of the document.  Any changes to these Terms and Conditions will be effective immediately for new Sellers.  For existing Sellers, the changes will be effective thirty (30) days after the updated Terms and Conditions are posted on Ryft’s website.  If you do not agree to the updated Terms and Conditions, contact Ryft immediately.  Otherwise, your continued delivery and support of the Materials constitutes your acceptance of the updated Terms and Conditions, inclusive of any changes.

Unless a duly authorized officer of Ryft shall have otherwise agreed in a writing expressly referring to these terms, this Order (as supplemented by the Requirements Notices in the case of a blanket purchase order), when accepted by Seller, is the complete and exclusive statement of the terms and conditions of the agreement between Ryft and Seller relating to the Materials specified on the face hereof.  It supersedes all prior agreements, written or oral. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this contract.