8x8 Purchase Order Terms and Conditions for the Purchase of Goods and Serviceslink to this section

Last updated: April 16, 2021

The following Standard Purchase Order Terms and Conditions (“Terms”) only apply to transactions that do not have a written agreement, duly executed by both parties. In the absence of such a written agreement these Terms, including any attachments, become the complete agreement between you (“Vendor”) and 8x8, Inc. and its Affiliates (defined below) (“Purchaser”) for the purchase of goods and/or services with respect to the subject matter of the purchase order (“Order”). “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such a party, where “control” means the possession, directly or indirectly of the power to direct, or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract or otherwise.

1. Acceptance and terms and conditions: Vendor accepts and is bound by this Order by signing the Order and returning it to Purchaser promptly or by commencement of performance. Even without such written acknowledgment, Vendor's full or partial performance under this Order will constitute acceptance of these Terms. By acceptance of this Order, Vendor agrees to be bound by, and to comply with all these Terms, which include any supplements to it, and all specifications and other documents referred to in this Order. These Terms apply to everything listed in this Order and constitute Purchaser's offer to Vendor, which Purchaser may revoke at any time prior to Vendor’s acceptance. The Order is not an acceptance by Purchaser of any offer to sell, any quotation, or any proposal. Terms and conditions different from or in addition to these Terms, whether contained in any acknowledgment of this Order, or with delivery of any goods or services under this Order, or otherwise, will not be binding on Purchaser, whether or not they would materially alter this Order, and Purchaser hereby rejects them. These Terms may be modified only by a written document signed by duly authorized representatives of Purchaser. Purchaser reserves the right to cancel an Order at any time prior to commencement of services without penalty or fee.

2. Default: Time is of the essence of this Order. Purchaser may by written notice of default to Vendor (a) terminate all or any part of this Order if Vendor fails to perform, or so fails to make progress as to endanger performance of this Order in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as Purchaser may authorize in writing) after receipt of notice from Purchaser specifying such failure; and (b) procure, on such terms as it will deem appropriate, goods or services similar to those so terminated. Vendor will continue performance of this Order to the extent not terminated and will be liable to Purchaser for any excess costs for such similar goods or services. As an alternate remedy, and in lieu of termination for default, Purchaser, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Vendor's performance, in which case an equitable reduction in the Order price will be negotiated. If Vendor for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Vendor will promptly notify Purchaser in writing. If Vendor does not comply with Purchaser's delivery schedule, Purchaser may require delivery by fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by Vendor. The rights and remedies of Purchaser provided in this Section 2 will not be exclusive and are in addition to any other rights and remedies provided by the Uniform Commercial Code, by law, at equity or under this Order.

3. Price: This Order shall not be filled at a price higher than shown on the face of the Order nor will any extra charges be allowed . If no price is set forth on the front of the Order, the goods or services will be billed at the price last quoted or at the prevailing market price, whichever is lower, and, in any event, goods and services ordered under this Order will not be billed at a higher price than last quoted or charged without Purchaser's specific written authorization. Purchaser will be entitled at all times to set off any amount owed at any time by Vendor or any of its affiliates to Purchaser or any of its affiliates against any amount payable at any time by Purchaser in connection with this Order. All applicable taxes arising out of transactions contemplated by the Order will be borne by Vendor except as otherwise specified by the parties in writing. If Vendor reduces its prices for such goods and/or services during the term of this Order, Vendor shall correspondingly reduce the prices of goods and/or services sold thereafter to Purchaser under this Order.

4. Invoices, payment, and taxes:

• (a) Vendor must submit invoices at the completion of services or delivery of goods and shall contain the Purchase Order Number, item number, description of goods or services, quantities, unit prices, date(s) rendered and total purchase price. Each invoice must refer to one, and only one, purchase order.
• (b) Invoices for contingent workers must contain all of the above where applicable and include a copy of the 8x8’s time tracking document for each contingent worker for the time period being billed.
• (c) Payment shall be made on the terms of Net 60 days from invoice receipt. Cash discount periods shall be computed from either the date of actual delivery of the goods or the date an acceptable invoice is received, whichever is later. All claims for money due or to become due from Purchaser shall be subject to deduction by Purchaser for any setoff or counterclaim arising out of this or any other of Purchaser's Orders with Vendor.
• (d).Vendor shall invoice 8x8 the amount of any taxes (not including income tax) imposed upon the sale of materials and provision of services under this Agreement. All such taxes must be stated as separate items on a timely invoice listing the taxing jurisdiction imposing the tax. Non-taxable charges must be separately stated. Vendor shall honor tax exemption certificates, and other appropriate documents, which 8x8 may submit, pursuant to relevant tax provisions of the taxing jurisdiction providing the exemption.
• (e) Vendor may request reimbursement of reasonable out of pocket expenses actually incurred by Vendor, subject to Purchaser’s then-current expense reimbursement policy. Except as otherwise provided herein, Purchaser will not be responsible for postage, telephone, telegram, fax, computer support, photocopying, shipping, courier service, travel, legal, accounting, outside research, or any other costs incurred by Vendor. Reimbursement of Vendor expenses will be made only for those reasonable out-of-pocket expenses that have been approved in advance at the discretion of an authorized Purchaser representative. Purchaser will in no event reimburse Vendor for mark-up on any hardware, other goods, or software purchased or licensed by Vendor from third parties, or for costs or expenses allocated on a group-basis method of accounting.

5. Packaging and Delivery: All goods must be packaged in the manner specified by Purchaser and shipped in the manner and by the route and carrier designated by Purchaser. If Purchaser does not specify the manner of shipment, route, or carrier, Vendor shall ship the goods at the lowest possible transportation rates, packaged to avoid damage in transit and consistent with Vendor's obligation to meet the delivery schedule set forth in this Order. Delivery of goods and services shall be in accordance with the schedule and any delays shall be promptly reported to Purchaser. If Vendor fails to deliver goods or services within the agreed upon schedule, Purchaser may, at its discretion, with respect to delivery of goods, decline to accept them and terminate the Order or with respect to delivery of services, terminate the Order and only be liable for services already performed, less any offsets for costs incurred by Purchaser in completing the services.

6. Inspection: All goods and services will be subject to inspection and testing by Purchaser prior to final acceptance. Final acceptance or rejection of the goods or services will be made as promptly as practical after delivery except as otherwise provided in this Order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve Vendor from responsibility for such goods or services as are not in accordance with this Order nor impose liabilities on Purchaser for them. Purchaser's payment for the goods shall not constitute its acceptance of the goods. Goods rejected and goods supplied in excess of quantities ordered may be returned to the Vendor at Vendor’s expense. Payment, if any, made for any goods rejected hereunder shall be promptly refunded by Vendor.

7. Warranties: Vendor represents and warrants that (a) it has the full power to enter into and perform its obligations under the Purchase Order (b) all goods and services are free of any claim of any nature by any third person and that Vendor will convey clear title to Purchaser, (c) all services are performed in a manner acceptable in the industry and in accordance with generally accepted standards, are free from all defects, are fit for the particular purposes for which they are acquired, and are provided in strict accordance with the specifications or other requirements (including performance specifications) approved or adopted by Purchaser, (d) all goods sold will be of merchantable quality, new and will not be used or refurbished, free from all defects in design, workmanship and materials, and fit for the particular purposes for which they are purchased and that the goods and services are provided in strict accordance with the specifications, samples, drawings, designs or other requirements (including performance specifications) approved or adopted by Purchaser, (e) it has the right and unrestricted ability to assign the deliverables, goods, and services to Purchaser including, without limitation, the right to assign any deliverables, goods, and services performed by Vendor’s personnel and subcontractors, (f) the deliverables, goods and services specified in the Order, and Purchaser’s use of the deliverables, goods, and services, do not and will not infringe upon any third party’s intellectual property rights, right of publicity or privacy, or any other proprietary rights, whether contractual, statutory, or common law, (g) software supplied by Vendor does not contain any code designed to (i) disrupt, disable, harm, or impede operation, or (ii) impair operation based on the lapse of time, including but not limited to viruses, worms, time bombs, time locks, drop-dead devices, access codes, security keys, back doors, or trap door devices, (h) to the extent the goods include hazardous materials, Vendor understands the nature of any hazards associated with the manufacture, handling and transportation of such hazardous materials and has communicated in writing such information about the goods to Purchaser, (i) no goods include components (a) containing PCB (polychlorinated biphenyls) chemical substances or (b) are manufactured using a cadmium plating process or contain a chemical substance or mixture that is or becomes subject to a reporting requirement under Section 8(e) of the Toxic Substances Control Act, 15 U.S.C. Section 2607(e), as in effect at time of shipment. All warranties shall also be construed as conditions for the sale and shall not be exclusive as to any other warranty or representation. Vendor shall additionally furnish to Purchaser Vendor’s standard warranty and service guaranty applicable to the goods and services. All warranties and service guaranties shall run both to Purchaser, its affiliates and to Purchaser’s customers. Purchaser's inspection, test, acceptance, or use of the goods shall not affect Vendor's obligations under these warranties. If any of the goods or services are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Order, including any applicable drawings and specifications or conforming to these warranties, then Purchaser, in addition to such other rights and remedies it may have by contract or by law or equity, at its sole discretion may reject and return such goods at Vendor's expense, require Vendor to inspect the goods and remove nonconforming goods and/or require Vendor to replace nonconforming goods or services with conforming goods or services. If Vendor fails to correct defects in or replace nonconforming goods within ten (10) days from the date the Purchaser notifies Vendor of the defect or defects, Purchaser may, on ten (10) days prior written notice to Vendor, either (i) make such corrections or replace such goods and charge Vendor for all costs incurred by Purchaser, or (ii) revoke its acceptance of the goods in which event Vendor shall be obligated to refund the purchase price and make all necessary arrangements, at Vendor's cost, for the return of the goods to Vendor. All warranties of Vendor herein or that are implied by law shall survive any inspection, delivery, acceptance, or payment by Purchaser. Any attempt by Vendor to limit, disclaim, or restrict these warranties or any remedies of Purchaser, by acknowledgment or otherwise, in accepting or performing this Order, will be null, void, and ineffective without Purchaser's written consent.

8. Intellectual Property: Vendor grants Purchaser all rights and licenses necessary for Purchaser to use, transfer, pass-through, and sell the goods and services specified in the Order and to exercise the rights granted under the Order. Purchaser does not grant Vendor any licenses, covenants or other rights in connection with the Order.

9. Indemnification: Vendor shall indemnify, hold harmless, and defend Purchaser, its affiliates, and any of their respective officers, directors, employees, and agents (each of whom is referred to as an “Indemnified Parties”) against all claims arising from or in connection with: (a) Vendor’s breach of any provision of these Terms; (b) any injuries to persons (including death) or property caused by the acts or omissions of Vendor, its workers; (c) Vendor’s or its worker’s or authorized subcontractor’s violation, breach, unauthorized disclosure, or unauthorized use of any Confidential Information or intellectual property rights of Purchaser or any third party; (d) any and all claims by third parties against the Indemnified Parties that the Indemnified Parties have breached the intellectual proprietary rights of any third party in connection with Vendor’s performance hereunder; (e) any and all claims alleging libelous or slanderous material or material that constitutes invasion of the privacy of any third person; (f) Vendor’s breach of the UK’s Modern Slavery Act 2015. Purchaser may, at its option, conduct the defense, in any third party action arising as described above, and Vendor shall cooperate fully with such defense.Vendor shall, on request, pay or reimburse Purchaser or any other party entitled to indemnification hereunder for all costs and expenses, including attorneys' fees, as incurred by Purchaser or such other party in connection with any such claim, demand, litigation, proceeding, loss, or damage. In addition, for infringement claims, Vendor will, at its own expense and at Purchaser’s option, either procure for Purchaser the right to continue using the allegedly infringing item, replace it with a non-infringing equivalent, or remove it and refund the purchase price and the transportation and installation costs thereof.

10. Limitation of liability: To the maximum extent permitted under applicable law, Purchaser's aggregate liability arising from or relating to this order is limited to the amount paid by purchaser for the goods and/or services. To the maximum extent allowable under applicable law, neither Purchaser or any of its affiliates shall be liable under this order for any special, incidental, consequential, indirect, or punitive damages including, without limitation, lost revenues even if purchaser has been advised of the possibility of such damages.

11. Purchaser's property: Tangible or intangible property of any nature furnished to Vendor by Purchaser or specifically paid for in whole or in part by Purchaser, and any replacements or attachments, are the property of Purchaser and, unless otherwise agreed in writing by Purchaser, will be used by Vendor solely to render services or provide goods to Purchaser. Vendor will not substitute any property or take any action inconsistent with Purchaser's ownership of such property. While in Vendor's custody or control such property will be held at Vendor's risk, will be kept insured by Vendor at its expense for its replacement cost with loss payable to Purchaser, and will be subject to removal at Purchaser's written request, in which event Vendor will prepare such property for shipment and redelivery to Purchaser in the same condition as originally received by Vendor, reasonable wear and tear excepted, all at Vendor's expense.

12. Changes: At all times Purchaser will have the right to make changes to this Order, including changes to drawings, designs, configurations, specifications, quantities, methods of shipment or packing and delivery schedules or location of delivery. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under this Order, an equitable adjustment will be made in the contract price or delivery schedule, or both, and this Order will be modified in writing accordingly. Nothing in this Section, including any disagreement with Purchaser as to any claimed adjustment, will excuse Vendor from proceeding with this Order as changed. Any claim by the Vendor for adjustment under this Section 11 must be in a detailed writing and delivered to Purchaser within five (5) days after the date Vendor receives notification of change. Any change will be authorized only by a duly executed amendment to this Order. Information, such as technical information or guidance provided to Vendor by representatives of Purchaser, will not be construed as a change within the meaning of this Section. If Vendor considers that the conduct of any of Purchaser's employees has constituted a change under this Order, Vendor will immediately notify Purchaser, in writing, as to the nature of the change and any proposed adjustment, which will then be subject to this Section 11.

13. Compliance with laws: Vendor represents and warrants that it is in compliance with and all goods and/or services supplied hereunder have been produced or provided in compliance with the applicable provisions of all federal, state, or local laws or ordinances and all related lawful orders, rules and regulations. Vendor shall comply with any provisions, representations, or agreements, or contractual clauses required to be included or incorporated by reference or operation of law in any Order. Vendor shall be required to obtain and pay for any license, permit, inspection or listing by any public body or certification organization required in connection with the manufacture, performance, completion or delivery of any good and/or service. Vendor warrants that (a) no services performed or products or goods delivered under these Terms shall infringe upon or violate any applicable laws, including but not limited to anti-corruption laws such as the US Foreign Corrupt Practices Act and UK Bribery Act 2010; (b) Vendor’s treatment and training of its workers complies with all applicable laws, including but not limited to the UK’s Modern Slavery Act 2015; (c) Vendor has obtained all permits, licenses, or other certifications required to comply with such applicable laws prior to performing such services or delivering the goods; and (d) Vendor shall comply with all Purchaser policies notified to it, including but not limited to Purchaser’s Anti-Slavery and Human Trafficking Policy and Supplier Code of Conduct, as amended, located here: https://investors.8x8.com/corporate-responsibility/supply-chain/default.aspx.

14. Confidential or proprietary information: Notwithstanding any document marking to the contrary, any knowledge or information that the Vendor has disclosed or may later disclose to Purchaser, and which in any way relates to the goods or services covered by this Order will be acquired by Purchaser, free from any restrictions. Vendor will not transmit to Purchaser any sensitive personal information, including, but not limited to, identified health information, financial information, social security numbers, biometrics or other personally identified or identifiable information of like sensitivity. Vendor will keep confidential any technical, process, economic, or other information derived from drawings, specifications and other data furnished by Purchaser in connection with this Order (in whatever form or format) and will not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining Purchaser's prior written consent. Except as required for the efficient performance of this Order, Vendor will not use such information or make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of Purchaser. If any reproduction is made with prior consent, this notice will be provided. Upon completion or termination of this Order, Vendor will promptly return to Purchaser all materials incorporating any such information and any copies, except for one record copy. Vendor agrees that no acknowledgment or other information concerning this Order and the goods or services provided will be made public by Vendor without the prior written agreement of Purchaser.

15. Work on purchaser's premises: If Vendor's work under this Order requires Vendor to be on the premises of Purchaser or at Purchaser’s direction, Vendor will take all necessary precautions to prevent any injury to persons or damage to property, including following any rules, procedures or other requirements of Purchaser.

16. Insurance: Vendor will maintain Comprehensive General Liability (including Contractual Liability coverage insuring the liabilities assumed in these Terms), Automobile Liability and Employers' Liability insurance with limits as reasonably required by Purchaser, as well as appropriate Workers' Compensation insurance as will protect Vendor from all claims under any applicable workers' compensation and occupational disease acts. At Purchaser's request, Vendor will furnish to Purchaser a Certificate of Insurance completed by its insurance carrier(s) certifying that the required insurance coverage is in effect, with waiver of subrogation, naming Purchaser as an additional insured, and containing a covenant that such coverage and will not be canceled or materially changed until ten (10) days after prior written notice has been delivered to the Purchaser.

17. Termination: Purchaser may terminate all or any part of this Order for convenience at any time by written notice to Vendor. Upon such termination, Purchaser's liability will be limited to reasonable termination charges mutually agreed by Vendor and Purchaser, provided that Vendor must specify any proposed charges in writing within fifteen (15) days after termination. This Order shall terminate automatically, without notice, if Vendor becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors.

18. Government contracts: If this Order bears a government contract number on the face of this Order, Vendor shall comply with all pertinent provisions of said government contract and pertinent executive orders and directives to the extent that they apply to the subject matter of this Order and all such pertinent contract provisions, orders and directives are hereby incorporated by reference into this Order. A copy of the government contract's pertinent terms and conditions will be given to Vendor on request.

19. Independent Contractor: Vendor and its workers shall perform the provisions of these Terms as independent contractors and shall not be considered agents of Purchaser, nor shall Vendor’s workers be considered employees or principals of Purchaser. Nothing contained in these Terms shall be construed to (i) constitute the parties as partners, joint venturers, joint employers, co-owners, or otherwise as participants in a joint or common undertaking, or (ii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. Vendor shall be responsible for the management of its workers in the performance of services, the integrity and quality of all services, and periodic reporting to Purchaser, as required, on the status of services. Vendor and its workers will not be entitled to any of the benefits that Purchaser may make available to its employees including, but not limited to, group health or life insurance, stock options, profit sharing, or retirement benefits.

20. Miscellaneous:

• (a) Non-assignment: Assignment of this Order or any interest in it or any payment due or to become due under it, without the written consent of the Purchaser, will be void. An assignment will be deemed to include not only a transfer of this Order or such interest or payment to another party but also a change in control of Vendor, whether by transfer of stock or assets, merger, consolidation, or otherwise.
• (b) Transportation: All the prices are established as F.O.B. Vendor and/or Origin Dock, Freight Prepaid, unless otherwise specifically provided on the front of this Order. Title and risk of loss shall not pass to Purchaser until delivery of the goods to the location designated on the face of this Order and acceptance by Purchaser. If Purchaser rightfully rejects the goods, receives a non-conforming tender, or revokes its acceptance, risk of loss and title shall be deemed to have remained with Vendor. The responsibility for freight damaged merchandise will be assumed by Vendor. No charges for unauthorized transportation will be allowed. Any unauthorized shipment, which will result in excess transportation charges, must be fully prepaid by the Vendor. Vendor will not declare any value on such materials shipped via United Parcel Service, Rail Express, Air Express, Air Freight or Parcel Post. Vendor will release rail or truck shipments at the lowest released valuation permitted in the governing tariff or classification.
• (c) Anticipation of delivery schedule: Unless otherwise agreed in writing, Vendor will not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Purchaser's delivery schedule. Goods shipped to Purchaser in advance of schedule may be returned to Vendor at Vendor's expense.
• (d) Vendor's inventory: Purchaser will have no obligation to request quotations or place Orders with Vendor, both of which will be in Purchaser's sole discretion. Purchaser acting in its sole discretion will determine the actual quantity of goods or services to be purchased. The quantity of goods or services, if any, specified in forecasts supplied by Purchaser from time to time, or otherwise, is an estimate only. Vendor bears sole responsibility for managing Vendor's raw material, work in process, and inventory, and Purchaser will have no liability with respect thereto (whether upon termination of this Order or otherwise) other than in connection with termination as provided in Section 16.
• (e) Force majeure: Purchaser shall not be responsible for any failure to accept performance of the services or take delivery of the goods as provided, caused by circumstances beyond Purchaser’s control which make such performance commercially impractical including, but not limited to, acts of God, fire, flood, theft, war, riot, embargoes, acts of civil or military authorities, accident, labor difficulties or shortage, inability to obtain materials, equipment or transportation. In the event Purchaser is so excused, either party may terminate this Order and Purchaser shall at its expense and risk, return any goods received to the place of shipment.
• (f) Remedies: Each of the rights and remedies reserved to Purchaser in this Order shall be cumulative and additional to any other remedies provided in law or equity. No delay or failure by Purchaser in the exercise of any right or remedy shall affect any such right or remedy and no action taken or omitted by Purchaser shall be deemed to be a waiver of any such right or remedy.
• (g) Publicity: Vendor will not use Purchaser's name or logo in publicity, advertising, or similar activity, except with Purchaser's prior written consent, revocable at Purchaser’s discretion. Vendor will not disclose the existence of this Order or any of its respective terms to any third party without Purchaser's prior written consent.
• (h) Documentation: It is agreed that all technical documentation and other literature necessary for the proper use of the goods or services will be provided to Purchaser with the goods or services, unless otherwise directed by Purchaser, and its cost is included in the price.
• (i) Governing law: This Agreement shall be governed by and interpreted in accordance with the internal laws of the states or countries specified in the table below, without regard to conflicts of laws principles. In the event of any controversy or claim arising out of or relating to the Agreement, or its breach or interpretation, the parties shall submit to the exclusive jurisdiction of and venue in the applicable courts specified in the table below. Each party waives all defenses of lack of personal jurisdiction and inconvenient forum. The applicability of the UN Convention on Contracts for the International Sale of Goods is hereby expressly waived by the parties and it shall not apply to the terms and conditions of this Order.

• (j) Survival: Vendor’s obligations under Sections 6, 7, 8, 9, 10, 12, 13, 14, 16, 17 and 20 will survive any termination of this Order.
• (k) Waiver; modification: No claim or right arising out of a breach of this Order can be discharged in whole or in part by a waiver or renunciation of the claim or right unless supported by consideration and in a writing signed by the aggrieved party. The failure of Purchaser to enforce at any time or for any period of time any of the provisions hereof will not be construed to be a waiver of such provisions or of the right of Purchaser thereafter to enforce each and every such provision. This Order can be modified or rescinded only by a writing signed by authorized representatives from both parties.
• (l) Notices: All notices, consents, waivers, and other communications required or permitted to be given pursuant to this Order, shall be in writing and shall be deemed to have been delivered either (i) on the delivery date, if personally delivered, or if delivered by confirmed facsimile or e-mail, (ii) one (1) business day after delivery to any national overnight courier directing delivery on the next business day, receipt requested, or (iii) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, with adequate postage affixed thereto. All notices to Purchaser shall be sent to the Purchaser at 675 Creekside Way, Campbell, CA 95008, to the attention of the Procurement Team, and to Vendor at its address as set forth in this Order, or at such other address as either party may designate in writing to the other party.
• (m) Severability: If any provision of this Order shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, this provision shall not affect any other provision or provisions contained in this Order.
• (n) Paragraph titles: The paragraph titles are solely for convenience of reference and shall not affect the meaning or construction of any provision of this Order.
• (n) Examination of Books and Records. During the term and for a period of one (1) year thereafter, (a) Vendor shall maintain complete and accurate financial books, records and other supporting documentation reasonably necessary to verify Vendor's invoices to Purchaser and fees charged for the services; and (b) Purchaser shall have the right to examine Vendor’s books, records, and other documentation relating to Vendor's invoices to Purchaser and the fees charged for the services performed hereunder. Vendor shall make such information available to Purchaser during normal business hours upon 24 hours’ notice to Vendor.
• (0) Entire agreement: Provided that there is no written agreement, duly executed by both parties, applying to the transaction, this Order, with such documents as are expressly incorporated by reference, is intended by the parties as a final expression of their agreement with respect to such terms as are included in it, and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade will be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection.