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Terms and Conditions

  1. Definitions. “Company” refers to Global Tel*Link Corporation d/b/a ViaPath Technologies, which is an Idaho corporation having its principal place of business at 3120 Fairview Park Drive, Suite 300, Falls Church Virginia, 22042.   “Seller” refers to the other party identified on the face of the Company purchase order to which these Standard Terms and Conditions (“Terms”) are attached to the Purchase Order (“PO”). Company and Seller may be referred to individually as “Party” and collectively as “Parties”.
  2. Independent Contractor.  Seller and Company are independent contracting parties and nothing in this Agreement shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.

    Seller is solely responsible for the operation of its business and the supervision and compensation of its employees (including without limitation the payment of all business, payroll, unemployment, property and income taxes and worker’s compensation obligations).  
  1. Compliance with Laws.  Seller warrants to Company that the goods and services shall be provided, manufactured, shipped, stored and otherwise handled in strict compliance with all applicable federal, state and local laws, government orders, industry standards and regulations in performing the PO. On request Seller shall furnish Company certificates of compliance with all such laws, orders and regulations as well as any required certification and/or licenses needed to perform to work.  
  2. Changes.  Company may at any time, by written change order, make changes in (1) the drawings, design and/or specifications applicable to the goods and/or services covered by the PO, (2) the method of the shipment or packing and/or (3) the place of delivery.  If any such changes affect the time or performance or the cost of manufacturing the goods or furnishing the services, Company shall make an equitable adjustment in the purchase price or the delivery schedule, or both, provided that any claim by Seller for adjustment under this clause must be submitted in writing to Company within 30 days from the date of receipt by Seller of the notification of change.  Seller shall not make any changes in the design or composition of any goods ordered or services performed hereunder without the prior written approval of the Company.
  3. Seller’s Liabilities, Indemnification and Hold Harmless. Seller shall defend, hold harmless and indemnify Company from and against any liability and expenses (including, without limitation, attorney and other professional fees and disbursements) arising from or in connection with any damages, injuries or third party claims or demands to recover for personal injury, death, or property damage caused by or arising out of any of the goods or services supplied by Seller (regardless of whether such claim or demand arises under tort, negligence, contract, warranty, strict liability or other legal theories), except to the extent such injury, damage or loss results from Company’s negligent actions or unauthorized alteration or misuse of the goods provided by Seller.  If requested by Company, Seller shall furnish to Company a certificate of insurance showing that Seller carries adequate public liability and property damage insurance, and a failure to request the certificate shall not constitute a waiver of the requirement for such certificate.
  4. Limitation of Liability. In no event shall Company be liable to Seller for anticipated profits or for incidental, special or consequential damages. Company’s liability for a claim of any kind or for any loss or damage arising out of or in connection with or resulting from this Agreement, or from any performance or breach, shall in no case exceed the price allocable to the goods or services or unit which directly gives rise to the claim.
  5. Price, Terms, and Invoices. The prices for the goods and/or services on the face of the PO.  Payment is contingent upon acceptance of the goods and/or services by Company.  Time and material invoices are payable only after review and acceptance by Company.  Payment does not constitute final acceptance. 
  6. Inspection/Acceptance. Payment for any goods under this contract shall not constitute acceptance. All goods purchased hereunder are subject to inspection at Company’s destination either before or after payment or before or after acceptance at Company’s option. Company reserves the right to reject and refuse acceptance of goods which are not in accordance with the instructions, specifications, drawings, or data as furnished to Seller before or during the Purchase Order process. Items not accepted or goods whose acceptance is revoked will be returned to Seller for full credit or replacement at Company’s option and at Seller’s risk and expense, including transportation charges both ways; provided, however, that such goods may be held at Company’s discretion for Seller’s instructions and stored at Seller’s risk. If within 48 hours after receipt of notice of rejection or revocation of acceptance, Seller gives no instructions for the disposition of the goods, Company may, at its discretion, return for full credit at Seller’s expense. Seller shall not replace rejected goods or goods whose acceptance has been revoked unless specified by Company. Company shall not be liable for failure to accept any part of the goods if such failure is the result of any cause listed in the section below regarding Force Majeure. 
  7. Background Investigation. Seller is responsible for adhering to Customer specific background requirements that may be identified at the time of Seller assignment to a customer facility for a Statement of Work (SOW).  If Customer does not allow Seller staff to enter a facility, Company is not liable for any costs of Seller staff that have been refused entry. Seller understands and agrees personnel will, at the sole option of the Customer, be subject to security checks, required to be accompanied by Customer Security staff while on institutional grounds and that the Customer reserves the right to refuse entry to any of Seller’s personnel or Seller’s subcontractor personnel for security reasons. Should the Customer refuse entry to any of Supplier’s personnel or Seller’s subcontractor personnel, Company will not be liable to Seller for any loss, damage or injury resulting therefrom. Seller shall report the incident to Company immediately if the Customer refuses entry of Seller personnel or subcontractor personnel.
  8. Packing, Marking and Shipping.
  • Delivery shall be Free on Board (“FOB”) Company’s Plant Freight Prepaid unless otherwise stated.  Seller shall not be entitled to reimbursement of transportation charges unless specified on the face of the PO.  If Seller is entitled to reimbursement of charges, such charges shall be added as a separate item on Company’s invoice and a receipted freight bill shall be attached thereto.
  • All shipments must be marked and packed so as to secure the lowest transportation rates.  
  • A packing slip shall accompany each shipment, enclosed in a package marked “Packing Slip Inside.”  The packing slip and other shipping documents shall bear the applicable PO number and shipping destination.
  1. Premium Shipments. If, because of Seller’s failure to meet the delivery requirements of the PO, Company finds it necessary to require shipment of any of the goods covered by the PO by a different method of transportation than that originally specified, Seller shall pay the additional shipping, handling and other charges associated therewith.
  2. Delivery and Shipping Releases. Delivery dates are specified on the face of the PO or its attachments.  If not so specified, Seller shall not fabricate any of the goods covered by the PO, or procure any of the materials required for their fabrication, or ship any of such goods to Company except to the extent authorized by Company in writing.  Company shall have no responsibility for goods for which written delivery instructions have not been provided.  Shipments in excess of those authorized may be returned to the Seller at Seller’s expense.  Company may from time to time change shipping schedules specified in the PO or contained in the separate written instructions.
  3. WARRANTY.  COMPANY SHALL RECEIVE THE BENEFITS OF ANY WARRANTY MADE BY THE MANUFACTURER OF THE PRODUCTS. SELLER WARRANTS THAT THE GOODS AND SERVICES COVERED BY THE PO SHALL CONFORM TO THE SPECIFICATIONS, DRAWINGS, SAMPLES, OR OTHER DESCRIPTIONS FURNISHED OR SPECIFIED BY COMPANY, SHALL BE FIT AND SUFFICIENT FOR THE PURPOSE INTENDED, MERCHANTABLE, OF GOOD MATERIAL AND WORKMANSHIP, FREE FROM DEFECT, AND NEW (UNLESS SPECIFIED OTHERWISE BY THE PO). SELLER WARRANTS THAT THE SERVICES, IF ANY, PERFORMED UNDER THE PO SHALL BE PERFORMED IN A WORKMANLIKE MANNER, SHALL BE FIT AND SUFFICIENT FOR THE PURPOSE INTENDED, AND SHALL BE FREE FROM DEFECT.  THE WARRANTIES AND REMEDIES PROVIDED FOR IN THE PO SHALL BE IN ADDITION TO THOSE REQUIRED OR IMPLIED BY LAW AND SHALL EXIST NOTWITHSTANDING THE ACCEPTANCE IN WHOLE OR IN PART BY COMPANY OF THE GOODS AND/OR SERVICES. Supplier certifies that it complies with FAR 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Oct 2020), and FAR 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020).   
  4. Patents. Seller warrants that the goods purchased by Company under the PO, and the sale or use of such goods, alone or in combination with Company’s other goods according to Company’s specifications or recommendations provided to Seller, shall not infringe on any United States or foreign patents, or intellectual rights of any third party, and agrees to indemnify and hold harmless Company and anyone selling or using any of Company’s products or services against all judgments, decrees, costs, and expenses resulting from any claim that the manufacture, use, sale or resale of any goods supplied under the PO infringe on any patent or patent rights, trademark, copyright or other intellectual property right of a third party and Seller shall when notified, defend any action or claim of such infringement at its own expense. Seller hereby grants to Company an express license to repair, rebuild, and relocate and to have repaired, rebuilt and relocated the goods purchased by Company under the PO.
  5. Taxes. Unless otherwise provided in the PO, Seller shall be responsible for the payment of all federal, state or local taxes of any nature, which arise out of the sale of goods or the provision of services hereunder.  Any taxes, which are the responsibility of the Company hereunder shall be prepaid by Seller and added as a separate item on Company’s invoice.
  6. Liens.  All goods to be delivered hereunder and all property to be returned to Company shall be free and clear of any and all liens and encumbrances whatsoever.
  7. Advertising. Seller shall not, without first obtaining the written consent of the Company, in any manner advertise or publish the fact that Seller has furnished or contracted to furnish Company with the goods or services implicated by the PO, nor may Seller operate under or otherwise use the Company name or any other trade name or assumed name used by Company.  Seller shall not disclose any of the terms of the PO to any third party except as may be required to perform hereunder.
  8. Use. The goods and services contracted for herein are to be for the use of the Company, its affiliated companies and/or its suppliers.  All goods contracted for may be subjected to further processes of manufacture, combined with any articles, or put to any use whatsoever, by Company, its affiliated companies, or its suppliers, as they may elect, and in no event shall any claim for royalty or other additional compensation be made by Seller, by reason of such manufacture, combination, or use.
  9. Confidential Information. Confidential information “Confidential Information” may include, but is not limited to, drawings, data, designs, inventions and other technical, engineering, or scientific information financial information, documents,  models, customer names and other, or business information whether disclosed orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”. The Seller agrees that all information relating to the services provided are considered Confidential Information, and Supplier must only use that Confidential Information to provide the goods or services to the Company. The Seller must not disclose any Confidential Information to any third party without the prior written consent of the Company The Supplier may only disclose the Confidential Information to its employees or advisers who have a need to know in order for the Supplier to provide the goods or services.  Upon Company’s request, Seller shall promptly return all documents and other materials received from Company. Company shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to Seller at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party who was not under any obligation of confidentiality.
  10. Company’s Property. Title to and right of immediate possession of any property, including without limitation, patterns, tools, jigs, dies, goods or materials furnished or paid for by the Company shall remain in Company.  No articles made therefrom shall be furnished by Seller to any other party without Company’s prior written consent.  Seller shall keep adequate records of such property, which shall be made available to Company upon request, and shall store, protect, preserve, repair and maintain such property in accordance with sound industrial practice, all at Seller’s expense.  Unless otherwise agreed to by Company, Seller shall insure Company’s interest in such property against all risks of theft, loss or damage (including extended coverage). In the event that Company’s property becomes lost or damaged to any extent from any cause while in Seller’s possession, Seller agrees to indemnify Company or replace such property, at Seller’s expense, in accordance with Company’s request.  At the completion of the goods requested by Company in the PO for which Company’s property was required, Seller shall request disposition instructions for all such property, or the remainder thereof, whether in its original form or in semi-processed form.  Seller agrees to make such property available to Company at Company’s request, in the manner requested by Company including preparation, packing, and shipping as directed.  
  11. Excusable Delays. Neither Party will be liable for any nonperformance under this Agreement due to causes beyond its reasonable control that could not have been reasonably anticipated by the non-performing Party and that cannot be reasonably avoided or overcome (each such cause being a “Force Majeure Event”), if (i) the non-performing Party gives the other Party prompt written notice of such cause, and in any event, within fifteen (15) calendar days of its discovery; and (ii) such nonperformance will be excused only during the period when the Force Majeure Event occurs, continues to exist, and cannot be reasonably overcome.
  12. Termination.  Time is of the essence in the performance of this PO and if the goods are not delivered or the services not provided in the manner and at the times specified, Company reserves the right to terminate without liability and in addition to its other rights and remedies to take either or both of the following actions:  (a) direct expedited delivery of the goods or performance of services, with any difference in cost caused by such change paid by Seller, and/or (b) purchase substitute goods and charge Seller with any loss or additional costs Company incurs.  Seller will promptly advise Company of any delay in performance, including notice with regard to any goods placed under backorder. Company may terminate this PO in whole or in part at any time and without cause.  Company retains the right, at its sole discretion, to request removal of Supplier employee(s) when it is determined that an act of fraud, lack of good faith, or willful misconduct on the part of such employee necessitates removal. Company may also be required by the Customer to request Supplier employee(s) be removed and such employee shall be removed immediately upon Customer’s request. Upon notice of termination, Seller will inform Company of the extent to which it has completed its performance under this PO as of the date of the notice and collect and deliver to Company any goods or Work Product which then exists. Company will pay Seller for goods or services accepted and performed through the effective date of termination, provided that Company will not be obligated to pay more than the payment that would have been due had Seller completed or provided the goods or services.  Company will have no further payment obligation in connection with any termination. 
  13. Effect of Invalidity. The invalidity in whole or in part of any condition of the PO shall not affect the validity of other conditions.
  14. Remedies. The remedies herein shall be cumulative.
  15. Assignment. Seller shall not assign this PO or any rights, nor delegate any duties to any third party. Any attempt to do so will be void. This PO shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 
  16. Governing Law. The PO shall be governed by and constructed according to the laws of the Commonwealth of Virginia, without reference to conflicts of law principles.
  17. Changes to These Terms and Conditions. Company reserves its right, at its sole discretion, to modify or replace these Terms and Conditions at any time. 
  18. Entire Agreement. These Terms, the PO, incorporated quotes, incorporated statements of work, and written instruction, contain the complete and final agreement between Company and Seller concerning the PO, and no agreement or other understanding in any way purporting to modify the terms and conditions hereof shall be binding upon Company unless made in writing and signed by Company’s authorized representative. Notwithstanding the foregoing, the provisions of this PO will not supersede any provisions of any other previously written agreement(s) that are currently in effect between the Parties that govern the provision of the goods or services that are the subject of this PO.
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