Sorenson Communications, LLC
Purchase Order Terms and Conditions

BY PROVIDING THE GOODS AND SERVICES TO SORENSON COMMUNICATIONS, LLC AND/OR ITS AFFILIATES (“SORENSON”), THE VENDOR NAMED ON THE FACE OF THIS  PURCHASE ORDER (“VENDOR”) AGREES TO THE SPECIFICATIONS, TERMS OF PURCHASE SET FORTH ON THE FACE OF THIS PURCHASE ORDER, AND THESE PURCHASE ORDER TERMS (THESE PURCHASE ORDER TERMS AND CONDITIONS, THE “TERMS” AND COLLECTIVELY WITH THE PURCHASE ORDER, THE “ORDER”).  VENDOR’S ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS, OR ANY DELETIONS OF THESE TERMS ARE EXPRESSLY EXCLUDED FROM THIS ORDER AND SORENSON DOES NOT AGREE TO SUCH TERMS, CONDITIONS, OR DELETIONS. VENDOR SHALL NOT ALTER, ADD TO, OR OTHERWISE MODIFY THESE TERMS AND CONDITIONS.

1. ORDER ACCEPTANCE AND DELIVERY

This Order is not binding on Sorenson until Vendor accepts the Order by providing written confirmation to Sorenson via email, signing and returning the Order or starting performance of this Order and providing Sorenson with written notification of its performance via email.  Sorenson may withdraw the Order at any time before acceptance by Vendor.  Vendor will deliver the goods or provide the services in the quantities and on the date(s) specified in this Order.  Timely delivery of the goods and services is of the essence.

2. PRICES AND TAXES

The prices for the goods and services are the prices stated in the Order (the “Price”). Unless otherwise specified in the Order, the Price includes all fees and applicable federal, state and local taxes, including, but not limited to, all sales, use, or excise taxes. No increase in the Price is effective, whether due to increased material, labor, or transportation costs or otherwise, without the prior written consent of Sorenson.  In no event is Sorenson obligated to purchase any minimum quantities or make future purchases under this Order.  

3. INVOICES

Vendor will submit invoices containing the following information, as applicable: order number, item number, description of item, size of item, quantity of item, unit prices, each applicable tax, and extended totals. Payment of invoice will not constitute acceptance of goods or services and will be subject to adjustment for errors, shortages, defects in the goods or services or other failure of Vendor to meet the requirements of this Order. Amounts owed to Sorenson due to rejections of goods or services or discrepancies in paid invoices will be, at Sorenson’s option, fully credited against future invoices payable by Sorenson, or paid by Vendor within thirty (30) days from Vendor’s receipt of a debit memo or other written request for payment by Sorenson.

4. PAYMENT TERMS

Vendor will issue an invoice to Sorenson on or within 3 months of completion of services or delivery of goods, and only in accordance with these Terms.  Sorenson will pay all properly invoiced and undisputed amounts due to Vendor within 45 days of Sorenson’s receipt of such invoice. All payments made hereunder will be in US Dollars, unless otherwise specified by Sorenson.  In the event of a payment dispute, the parties shall seek to resolve all such disputes expeditiously and in good faith, and Vendor will continue performing its obligations under the Order notwithstanding any such dispute.  Without prejudice to any right or remedy it may have, Sorenson reserves the right to set off at any time any amount owed to it by Vendor against any amount payable by Sorenson to Vendor under the Order or any other transaction or occurrence.

5. OVERSHIPMENTS

Sorenson will pay only for maximum quantities ordered. Overshipments will be held by Sorenson at Vendor’s risk and expense for a reasonable time awaiting shipping instructions.  Return shipping charges for excess quantities will be at Vendor’s expense.  

6. PACKING AND SHIPMENT

Unless otherwise specified, Vendor will package and pack all goods in a manner which is (i) in accordance with good commercial practice, (ii) acceptable to common carriers for shipment at the lowest rate for the particular goods, (iii) in accordance with I.C.C. regulations, and (iv) adequate to insure safe arrival of the goods at the named destination.  Vendor will mark all containers with necessary lifting, handling, and shipping information.  An itemized packing list must accompany each shipment.  No partial or complete delivery will be made prior to the due date or dates shown unless Sorenson has given prior written consent.  

7. RISK OF LOSS AND DELIVERY POINT

Unless otherwise specifically provided on the face of this Order, Vendor will ship the goods on an F.O.B destination basis. Notwithstanding such delivery, Vendor shall bear the risk of loss or damage to the goods purchased hereunder in the event of and from the time Sorenson gives notice of rejection or termination of this Order.  

8. WARRANTY

(a)        Vendor represents, warrants and covenants that:

       (i) all goods delivered or services performed, as applicable will: (1) be free from defects in workmanship, material, and manufacture (including without limitation defects which could create a hazard to life or property); (2) be new, not refurbished or reconditioned; (3) be of merchantable quality and shall be fit for the purposes intended by Sorenson to the extent disclosed to Vendor; (4) comply with the requirements of this Order, including any drawings or specifications incorporated herein or samples furnished by Vendor; (5) where design is Vendor’s responsibility, be free from defects in design; and (6) be in compliance with all applicable laws and regulations.

       (ii) all services shall be rendered in a good and workmanlike manner by skilled personnel in compliance with all applicable laws and regulations.  The warranties in Sections 8(a)(i) and this Section 8(a)(ii) constitute conditions to this Order. Sorenson’s approval of Vendor’s materials or design will not relieve Vendor of any warranties.  All warranties run to the benefit of Sorenson and its resellers and customers.  If any goods delivered or services performed do not meet the warranties specified herein or otherwise applicable, Sorenson may, at its option, (1) require Vendor to correct any defective or nonconforming goods by repair or replacement or require Vendor to re-perform nonconforming services, both at no cost to Sorenson; (2) return such defective or nonconforming goods to Seller at Seller’s expense or reject nonconforming services, and recover from Seller the order price of such goods or services; or (3) correct the defective or nonconforming goods itself and charge Vendor with the cost of such correction.

       (iii) Sorenson will receive good and valid title to the goods and services, free and clear of all encumbrances and liens of any kind.

       (iv) the goods or services will not infringe any third party’s personal, contractual, intellectual property or proprietary rights, including without limitation, patents, copyrights, trademarks and trade secrets.

       (v) as of the date of this Order, it has obtained any and all necessary approvals, permits and licenses to export, re-export, resell, ship or divert directly or indirectly any product or technical data or software furnished hereunder to all countries except those countries as defined in the Export Administration Regulations as being subject to embargo or boycott or to any other country as to which the U.S. Government has placed an embargo or boycott against the shipment of goods.  If such approvals, permits and licenses become necessary in the future, Vendor will notify Sorenson and cooperate with Sorenson to obtain any and all necessary approvals, permits and licenses to export, re-export, resell, ship or divert directly or indirectly any product or technical data or software hereunder.

(b)        All warranties in this Section 8 are cumulative and in addition to all other warranties, whether express or implied, and shall survive delivery, inspection, testing, acceptance and payment by Sorenson, and shall be explicitly extended beyond delivery as to each good or service for a period of 365 days from acceptance by Sorenson unless a longer warranty period is called for in any writing, including without limitation specifications, drawings or proposals furnished by or to Sorenson.  Any applicable statute of limitations runs from the date of Sorenson’s discovery of the noncompliance of the goods and services with the foregoing warranties.

(c)        Vendor shall reimburse Sorenson for costs incurred by Sorenson of a recall campaign related to items provided hereunder undertaken to remedy Vendor’s breach of this warranty, undertaken to comply with applicable law or other government requirements; or, at the election of Sorenson, to maintain its reputation for quality in the marketplace.  A recall campaign, for the purposes of this Order, is a systematic effort to locate items in the field or in the supply chain, recover, repair or replace, and return the items.

9. INSPECTION AND ACCEPTANCE

Notwithstanding any prior inspection or payments, all goods and services will be subject to final inspection and acceptance by Sorenson within a reasonable time after delivery.  In case any goods are defective in material or workmanship, or any goods or services is otherwise not in conformity with the requirements of this Order, Sorenson will have the right to (a) reject the applicable goods or services, (b) to require their correction or to accept them with an adjustment in price, or (c) to exercise the rights set forth in (i)-(iii) below.  Any goods or services that has been rejected or required to be corrected must be replaced or corrected by and at the expense of Vendor promptly after notice.  If, after being requested by Sorenson, Vendor fails to promptly deliver the goods or services or to perform, replace or correct any defective goods or services, then Sorenson (i) may, by contract or otherwise, replace or correct such good or service and charge to Vendor the cost occasioned thereby, (ii) may, without further notice, cancel this Order for default, or (iii) may require an appropriate reduction in price.  

10. CHANGE ORDERS

(a)        Sorenson may at any time suspend performance hereunder, increase or decrease the ordered quantities, change the due date or make changes in any one or more of the following:

(i)        applicable drawings, designs or specifications;

(ii)       method of shipment or packing; and/or

(iii)      place of delivery.

(b)        If the change causes an increase in the cost or the time required by Vendor for performance under this Order and Vendor so notifies Sorenson, then an equitable adjustment will be made in the Order price or delivery schedule or both, and the Order will be modified accordingly in writing.  No claim by Vendor for such an adjustment will be valid unless asserted within twenty (20) days from the date of receipt by Vendor of the notification of change; provided, however, that such period may be extended upon the written approval of Sorenson.

(c)        Nothing in this Section 10 is intended to excuse Vendor from proceeding with this Order as changed or amended.

11. CANCELLATION FOR DEFAULT

(a)        Sorenson may, by written notice, cancel or terminate this Order in whole or in part if, in Sorenson’s good-faith opinion, Vendor (i) has failed to make delivery of the goods or to perform the services within the time specified herein, or any extension thereof by written change order or amendment; or (ii) has failed to replace or correct defective goods or re-perform the services in accordance with the provisions of Sections 8 or 9 above; or (iii) has failed to perform any of the other provisions of this Order; or (iv) has so failed to make progress under this Order as to endanger performance in accordance with its terms.

(b)        If this Order is canceled or terminated for Vendor’s default, Sorenson may procure, upon such terms and in such manner as Sorenson may deem appropriate, goods or services similar or substantially similar to those canceled.  Vendor will then be liable to Sorenson for any excess costs occasioned thereby.

(c)        If all or a portion of this Order is canceled or terminated for Vendor’s default, Sorenson may require Vendor to transfer title and to deliver to Sorenson, in the manner and to the extent directed by Sorenson, (i) all completed items not yet delivered and (ii) any partially completed items and materials that Vendor has produced or acquired for the performance of the terminated portion.  Vendor will, upon direction of Sorenson, protect and preserve the property described in this Section that is in the possession of Vendor.  Payment for completed items delivered to and accepted by Sorenson under this Section will be in an amount (not to exceed the contract price) agreed upon by Vendor and Sorenson; however, Vendor’s obligation to carry out Sorenson’s direction as to delivery, protection, and preservation of the property will not be contingent upon prior agreement as to such amount.

(d)        Nothing in this Section 11 is intended to excuse Vendor from proceeding with any uncancelled portion of this Order.

12. TERMINATION

Sorenson may terminate this Order in whole or in part for any or no reason at any time by giving notice to Vendor.  Upon such termination, Vendor will, to the extent and at the times specified by Sorenson, stop all work under this Order, place no further orders for materials to complete the work, assign to Sorenson all Vendor’s interests under terminated subcontracts and orders, settle all claims thereunder after obtaining Sorenson’s approval, protect all property in which Sorenson has or may acquire an interest, and transfer title and make delivery to Sorenson of all articles, materials, work in process, and other things held or acquired by Vendor in connection with the terminated portion of this Order.  Vendor will proceed promptly to comply with Sorenson’s instructions respecting each of the foregoing without awaiting settlement or payment of its termination claim. If the event Sorenson terminates this Order for convenience, Sorenson’s liability arising out of the termination will be limited to the price set forth in this Order for all items completed or services render as of the date of termination of this Order, in accordance with this Order that has not been previously paid.

13. INDEMNIFICATION

(a)        Vendor will defend, indemnify and hold Sorenson, its affiliates, and their employees, directors, officers, agents, customers, successors, and assigns (“Sorenson Indemnitees”) harmless against any and all losses, damages, liabilities, fines, costs and expenses (including but not limited to attorney fees) (collectively, the “Claims”) for actual or alleged infringement of any patent, copyright or trademark arising out of the use of the goods or services by Sorenson, its agents or customers. Sorenson will notify Vendor of any suit, claim or demand involving such infringement and permit Vendor to defend against or settle the same, and provided that any settlement shall be subject to the prior written approval of Sorenson.  Sorenson, however, may participate in the defense of the suit, claim or demand using counsel of its choosing.  If any injunction is issued as the result of any such infringement, Vendor agrees, at Sorenson’s option, to (i) refund to Sorenson the amounts paid to Vendor for the goods and services covered by the injunction, or (ii) promptly furnish Sorenson with acceptable and non-infringing goods.

(b)        Vendor will defend, indemnify and hold Sorenson Indemnitees harmless against any and all Claims resulting from any alleged defect in the goods or services, whether latent or patent, including allegedly improper construction and design, or from the failure of the goods and services to comply with specifications.

(c)        Vendor will defend, indemnify and hold Sorenson Indemnitees harmless against any and all Claims arising out of or occurring in connection with the goods or services, Seller’s negligence or willful misconduct or Seller’s breach of any covenant, warranty or representation of this Order.

(d)        Vendor warrants, represents and covenants that Sorenson has no liabilities for royalties, mechanics liens or other encumbrances on the goods or services provided and will indemnify Sorenson against any such liabilities, damages, liens or encumbrances.

(e)        The above indemnification obligations are in addition to all other rights of indemnification of Sorenson against Vendor

14. CONFIDENTIALITY

Vendor will not quote for sale or sell to others, without Sorenson’s written authorization, any goods or services purchased under Sorenson’s specifications or drawings.  All specifications, drawings, samples, and other data furnished by Sorenson will be treated by Vendor as confidential information, will remain Sorenson’s property, and will be returned to Sorenson on request. The terms and existence of this Order and everything supplied in connection with it by Sorenson shall be held in strict confidence by Vendor and shall not be used by Vendor except as strictly necessary to provide ordered goods or services or as otherwise expressly authorized in writing by Sorenson, and shall not be disclosed to any third party without Sorenson’s prior written consent.  Any violation of this paragraph shall be deemed a material breach.

15. INSURANCE

Vendor agrees, warrants and represents to Sorenson that Vendor will maintain adequate insurance to cover any liabilities described in this Order.  Vendor further warrants and represents to Sorenson that Vendor will maintain adequate insurance to cover any public liability, property damage and/or automobile liability for any damage incurred with Vendor’s performance of any work on or about Sorenson’s premises or third-party premises to which the goods and services are to be delivered as indicated on the face of this Order.  Vendor shall safeguard and protect all designs, tools, patterns, drawings, equipment, information and raw materials furnished or supplied to Vendor in connection with this Order and shall carry adequate insurance to insure Sorenson from any losses or damages for which Sorenson may be liable or may incur, including loss of profits arising from fire, theft, earthquake, or any other insurable risks to said materials while they are in the possession or custody of Vendor or are in transit to or from Vendor’s facilities.  Vendor shall maintain proper Worker’s Compensation Insurance covering all employees performing services under this Order.

16. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SORENSON OR ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE UNDER ANY CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, LOST PROFITS, GOODWILL, REVENUE, INCOME OR BUSINESS, DATA LOSS, INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS OR SERVICES (HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. COMPLIANCE WITH LAW

(a)      Vendor shall observe and comply with all federal, state, and city laws, rules, ordinances and regulations effecting goods and services under this Order.  Vendor shall procure and keep in full force all permits and licenses necessary to accomplish the work contemplated in this Order.

(b)      Vendor will comply with the Americans with Disabilities Act (ADA) of 1990 (42 USC Sec. 012101 et. seq.), which prohibits discrimination on the basis of disability, as well as with all applicable regulations and guidelines issued pursuant to the ADA.

(c)      Vendor and its subcontractors, if any, shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40), sex or sexual orientation.  Vendor shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination.  Vendor and its subcontractors, if any, shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

18. ENTIRE AGREEMENT; AMENDMENTS

This Order, together with any exhibits, schedules, specifications or other terms expressly incorporated by reference herein, constitutes the entire agreement of the parties regarding the subject matter contained herein, and supersedes any prior and contemporaneous agreements, understandings, representations and warranties, both written and oral, regarding such matter.  This Order may be amended, modified or supplemented only by agreement in writing signed by both parties.

19. NO THIRD PARTY BENEFICIARIES

The Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing in the Order, express or implied, is intended to or shall confer upon any other individual or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Order.  

20. NOTICE OF DELAYS

Whenever any event delays or threatens to delay Vendor’s timely performance under this Order resulting from fire, earthquake, hurricanes, tornados or any other similar acts of nature, or any casualty, accident, act of God, war or other violence, or any law, order or requirement of any governmental agency or authority, Vendor will immediately notify Sorenson of such event and furnish all relevant details.  Receipt by Sorenson of such notice will not constitute a waiver of the due dates hereunder and Vendor will use its reasonable efforts to resume performance as soon as reasonably practicable.  

21. PATENT LICENSE

Vendor, as part consideration for this Order and without further cost to Sorenson, hereby grants to Sorenson an irrevocable, non-exclusive, royalty-free license to use, sell, manufacture, and cause to be manufactured goods embodying any inventions and discoveries made, conceived or actually reduced to practice in connection with the performance of this Order.  

22. WAIVER AND SEVERABILITY

The failure of Sorenson to enforce at any time any of the provisions of this Order, to exercise any election or option provided herein, or to require at any time the performance by Vendor of any of the provisions herein will not in any way be construed to be a waiver of such provisions.   If any of the provisions of this Order are held invalid or unenforceable, unless such invalidity or unenforceability substantially frustrates the underlying intent and sense of the remainder of this Order, such invalidity or unenforceability shall not affect the remainder of this Order.  

23. ASSIGNMENTS

No right or obligation under this Order (including the right to receive monies due) may be assigned by Vendor without the prior written consent of Sorenson, and any purported assignment without such consent will be void.  Sorenson may assign this Order at any time if such assignment is considered necessary by Sorenson in connection with a sale of Sorenson’s assets or a transfer of its obligations.  

24. INDEPENDENT CONTRACTOR

Vendor is an independent contractor and while performing work on or off Sorenson’s premises neither it nor any of its agents or employees shall be considered agents or employees of Sorenson.  Vendor shall not subcontract or delegate its obligations under this Order without the prior written consent of Sorenson. Purchases of parts and materials normally purchased by Vendor or required by this Order shall not be construed as subcontracts or delegations.  In addition, Vendor shall not reexport, and except for purchases of parts and materials normally purchased by Vendor, shall not divert to others any Sorenson specification, drawings or other data, or any product of such data.  

25. RECORDKEEPING AND AUDIT

Vendor shall establish and maintain a complete and accurate system of accounting and internal recordkeeping relating to performance and billing by Vendor under this Order.  Vendor agrees to maintain such records for a period of three (3) years after final payment under this Order.  During the period of time that Vendor is required to retain such records, Sorenson or its representative may, during normal business hours, inspect and make extracts or copies of such records and other materials for purposes of confirming the accuracy of invoices submitted hereunder.  

26. REMEDIES

Vendor hereby agrees that irreparable damage would occur if any provision of this Order was not performed in accordance with the terms hereof, and that Sorenson will be entitled to injunctive relief to prevent breaches or threatened breaches of this Order or to specifically enforce the terms and provisions hereof, in addition to any other right or remedy to which Sorenson is entitled at law, in equity or otherwise and without any requirement to (i) post a bond or other security or (ii) prove actual damages or that monetary damages would not afford an adequate remedy.  

27. APPLICABLE LAW; VENUE

This Order will be governed by and construed in accordance with the laws of the State of Utah, without reference to its conflicts of law rules.  The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Order. All disputes arising out of or in connection with this Order shall, at Sorenson’s option, be subject to the exclusive jurisdiction and venue of the state and federal courts in Salt Lake City, Utah and Vendor agrees to such exclusive jurisdiction and venue.  

28. NOTICES

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a national recognized courier (receipt requested); or (c) on the date sent by email or other electronic delivery (with oral or written confirmation of receipt) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be addressed to the parties at the addresses set forth in this Order or to such other address that may be designated by a party in writing.  

29. SURVIVAL

Subject to the limitations and other provisions of this Order: (a) the representations and warranties of the parties contained in this Order shall survive its expiration or earlier termination; and (b) the following provisions, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of the Order: Warranty, Indemnification, Confidentiality, Limitation of Liability, Insurance, Compliance with Law, Entire Agreement; Amendment, No Third Party Beneficiaries, Patent License, Waiver and Severability, Assignments, Independent Contractor, Recordkeeping and Audit, Remedies, Applicable Law; Venue, and Survival.

October 2025