ESI Motion
General Terms and Conditions of Sale For Firm Fixed Price


The following terms shall have the meanings set forth below:

a) “SELLER” means the SELLER legal entity as identified on the face of this Contract.

b) “BUYER” means the BUYER legal entity as identified on the face of this Contract.

c) “SELLER Representative” means the person authorized by SELLER cognizant organization to execute to administer and/or execute this Contract.

d) “BUYER Representative” means the person authorized by BUYER’ cognizant organization to administer and/or execute this Contract.

e) “Contract” means the instrument of contracting, such as “PO”, “Purchase Order”, or other such type designation, including all referenced documents, exhibits and attachments. If these terms and conditions are incorporated into a “master” agreement that provides for releases, (in the form of a purchase order or other such document) the term “Contract” shall also mean the release document for the Work to be performed.

f) “Customer” means the entity with whom BUYER has or anticipates having a contractual relationship to provide services or goods that utilize or incorporate the Work. For purposes of the “BUYER PROPERTY” and “INDEPENDENT CONTRACTOR RELATIONSHIP” provisions of this Contract, “Customer” shall include both any higher tier contractor(s) and government entities.

g) “FAR” means the Federal Acquisition Regulations, issued as Chapter 1 of Title 48, Code of Federal Regulations.

h) “PO” or “Purchase Order” as used in any document constituting a part of this Contract shall mean this “Contract.”

i) “Work” means all products, services, and deliverable’s constituting the subject matter of this Contract.

j) “Counterfeit Part” is one that is (1) an unauthorized copy or substitute that has been identified, marked, and/or altered by a source other than the item’s legally authorized source and has been misrepresented to be an authorized item of the legally authorized source and/or (2) previously used parts provided as “new.” A part is a “suspect counterfeit electronic part” if visual inspection, testing, or other information provide reason to believe that the part may be a counterfeit part.

k) “Proprietary Information” means any rights in inventions, patents, registered and unregistered trademarks and service marks, registered designs, design rights, utility models, copyright (including all such rights in computer software and any databases), moral rights (subject to applicable laws), topography rights (in each case for the full period thereof and all extensions and all renewals thereof), know how, manufacturing processes and technical information (including all such as drawings, blueprints and reports, test data, test results, results of analyses and all similar property and any related improvements or enhancements), financial information, applications for any of the foregoing and the rights to apply for or claim priority in respect of any of the foregoing in any part of the world and any similar rights situated in any country generated.

2.Acceptance Of Contract/Terms and Conditions
4.Payments, Taxes & Duties
5.Contract Direction/Changes
6.Proprietary Information
9.Maintenance of Records
10.Buyer Property
11.Intellectual Property
13.Access to Seller Facility/Personnel
14.Independent Contractor Relationship
15.Applicable Laws
16.Priority Rating
17.Gratuities/Kickbacks/Ethical Conduct
18.Export Control
20.Quote Validity
21.Quality Control System
22.Acceptance of Work
23.Product Returns
24.Government Contracts
26.Prohibited Applications
27.Force Majeure
29.Limitation of Liability
31.Stop Work Order
32.General Provisions