nature of order, ., sony pictures entertainment procurement services inc. is hereinafter called "purchaser" and the party with whom this purchase order is placed is hereinafter called "seller," this purchase order is hereinafter call "order". this order may be used to purchase or lease goods such as supplies, machinery or equipment; software, including web-based applications (such as those products commonly known as…, price., seller represents to purchaser the prices are as set forth in this order and such prices are the same as or no higher than such prices charged to other customers of seller for the same or like items in similar quantities. no extra charge of any kind will be paid by purchaser unless specifically agreed to by purchaser in writing in advance. purchaser will not accept shipment at any increase in…, delivery, . if the seller communicates a delivery or completion date, the purchaser reserves the right to cancel or reject the order if said date is not met or if, prior to said date, the seller informs the purchaser that said date will not be met. in such instance, the purchaser shall be free of any liability including but not limited to cancellation charges. if a delivery or completion date is not so…, changes, . purchaser reserves the right at any time prior to shipment to make changes as to: (i) specification of any items to be specifically manufactured for purchaser; (ii) methods of shipment or packing; (iii) place of delivery; (iv) schedule of delivery; and (v) reduction, increase, or cancellation of the quantities ordered. , inspection and rejection, . the purchaser may inspect the items ordered during their manufacture, construction and/or preparation at reasonable times and shall have the right to inspect such items at the time of their delivery and/or completion. purchaser expressly reserves the right, without liability, hereunder or otherwise, to reject and refuse acceptance of items which do not conform in all respects to any…, warranty, . seller represents and warrants that the items: (a) shall strictly conform in all respects to the applicable sample, drawing, description, documentation and/or specifications; (b) shall be of first-class quality and free from defects in design, materials and workmanship; (c) shall be performed by qualified and competent personnel in accordance with generally accepted professional and technical…, shipping, title and risk of loss, . for items that are goods: regardless of the fob point designated, title and risk of loss with respect to any such items shall remain with the seller until the items have been delivered to and accepted by the purchaser or to an agent or consignee duly designated by the purchaser at the location specified on this order (provided, for clarity that as to leased items, title shall remain with seller…, indemnity, . the seller shall indemnify, defend and hold the purchaser, its agents, consignees, employees, and representatives harmless from and against all claims, demands, liabilities, loss, damages, expenses, proceedings, actions or causes of action or government inquiries, including reasonable attorneys' fees and expenses and costs (collectively, "claims") by reason of, arising out of, or in any way…, term and termination, . the term of this order shall be as specified or, if not specified, for such period of time as required for seller to fully perform its obligations hereunder. purchaser may cancel an order in whole or in part if: (i) the items furnished do not conform to warranties or specifications; (ii) seller fails to make deliveries as provided in such order; (iii) the seller should fail to use properly…, taxes, etc, . except as may be otherwise provided in this order, the contract price includes all applicable federal, state and local taxes. the seller shall be required to obtain and pay for any licenses, permits, and inspections by public bodies required in connection with the items. seller shall assume and pay all taxes (excluding federal, state and local sales, use and excise taxes, which seller shall…, specifications, etc, . any specifications, drawings, notes, instructions, engineering notices, or technical data referred to in this order shall be deemed to be incorporated by reference the same as if fully set forth herein. the purchaser shall at all times retain title to all such documents and seller shall not disclose such to any party other than the purchaser or a party duly authorized by the purchaser. upon the…, remedies, . any right or remedy granted to the purchaser in any part of this order shall not be exclusive of, but shall be in addition to, any other rights or remedies granted in another part of this order and any other rights or remedies that the purchaser may have at law or in equity in any such instance., assignment, . seller may not assign this order or any right thereunder without the prior written consent of purchaser. purchaser shall have the right to assign this order or any right hereunder., severability, . in the event that any word, phrase, clause, sentence, or other provision hereof shall violate any applicable stature, ordinance or rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision hereof., compliance with law, ., seller warrants that all items and work furnished hereunder shall be produced and furnished in compliance with all applicable federal, state and local laws, orders, and regulations. in addition, seller shall comply with the u.s. foreign corrupt practices act, 15 u.s.c. section 78dd-1 and 78dd-2 and any other applicable anti-corruption laws., invoicing, . payment terms are net 60 from receipt of invoice unless otherwise specified by purchaser., third party beneficiaries, . all spe affiliates are intended third-party beneficiaries under this order, such that all rights of purchaser, and all obligations and warranties of seller, contained in this order shall inure to the benefit of each such spe affiliate. for the avoidance of doubt, any payment made to seller by any such spe affiliate is deemed a payment by purchaser. "spe affiliate" means and includes any entity…, documentation, . all packing slips, invoices and other documentation associated with the order must reference the assigned order number for processing purposes. invoices received that do not reference an order number may be returned to the supplier unpaid., governing law; disputes, . this order and the transaction(s) contemplated hereunder shall be governed exclusively by the laws of the state of california without regard to the choice of law principles thereof. if seller is subject to the new york arbitration convention on the recognition and enforcement of foreign arbitral awards, new york, 10 june 1958 (the "new york convention"), then: all actions or proceedings arising…, product safety notifications, . seller will immediately notify purchaser of items sold or leased in any order which fails to comply with an applicable safety rule or standard of the consumer product safety commission or the environmental protection agency or which contains a defect which could create or presents a substantial risk to the health of, or injury to, the public or to the environment by itself or when used by…, publicity, . seller shall not, without prior written consent of purchaser, make any news release, public announcement, denial or confirmation of this order or its subject matter, nor in any manner advertise or publish the fact that purchaser has placed this order., confidentiality, . seller shall maintain in strict confidence, and not disclose to any other person or entity, all nonpublic, confidential, proprietary and/or trade secret information acquired or learned from purchaser ("confidential information"). if any item contains a trademark, character, design, name, symbol and/or other proprietary material owned, copyrighted or licensed by purchaser, its parent or any of…, insurance, . in order to meet its obligations regarding items, including the seller's performance of services on property owned, leased or designated by the purchaser under this order: seller shall maintain all necessary and appropriate insurance coverages at seller's cost and expense as follows: commercial general liability including but not limited to contractual liability, independent contractors and…, gratuities, . if seller learns that an employee of purchaser has solicited or accepted anything of value from any seller employee, or discovers that one of seller's employees has offered or given anything of value to any purchaser employee, for the purpose of improperly obtaining or rewarding favorable treatment in connection with contract, seller shall promptly report such information to purchaser., provisions specific to services, . in addition, not in lieu of, the other provisions of this order, this section 25 applies to items, or any portion thereof, which are services. purchaser may periodically request reasonable written reports concerning seller's progress, project status, billing data, and other matters pertaining to the services to be provided, and seller shall promptly provide such reports to purchaser at no…, far, "), dod far supplements (", dfars, "), or other federal agency clauses, seller shall likewise be subject to those clauses and they shall be incorporated by reference into this order. except as expressly provided in the order, purchaser does not commit to any volume, minimum fee or any other commitment. nothing herein requires purchaser to utilize seller for any services, nor does it preclude purchaser from obtaining competitive…, provisions specific to software, including web-based applications., in addition, not in lieu of, the other provisions of this order, this section 26 applies to items, or any portion thereof, which are software and/or web-based applications. seller grants to purchaser, its affiliates (including, but not limited to, the spe affiliates) and its and their subcontractors, agents and consultants a worldwide, perpetual (unless a license term is specified in the order),…, provisions specific to personal data., to the extent that purchaser provides to seller, or seller otherwise accesses personal data (as defined in appendix i) about purchaser's employees, customers, or other individuals in connection with this order, appendix i to this order shall apply. , provisions specific to medical items., in addition, not in lieu of, the other provisions of this order, this section 28 applies to items, or any portion thereof, which are medical items. seller represents and warrants that the medical items: (a) comply to the requirements of all applicable industry, accreditation and regulatory standards, federal, state and local laws, regulations and ordinances, including the food and drug…, books and records; audits, . (i) seller shall maintain complete and accurate accounting records, and shall retain such records for a period of three (3) years following the date of the invoice to which they relate. (ii) purchaser (and its duly authorized representatives) shall be entitled to (a) audit such books and records as they relate to seller's performance hereunder, upon reasonable notice to seller and during…, limitation of liability., under no circumstances shall either party be liable to the other for any special, indirect or consequential loss or damage whether or not such loss or damage is caused by the fault or negligence of such party, its employees, agents or contractors and whether or not the parties have been apprised of the possibility of such losses or damages. this exclusion of liability for special, indirect or…, safety and environmental compliance., purchaser has established and implemented a global environmental management system ("gems") that complies with the requirements of en iso 14001:2015 for the activities detailed in the scope of registration. seller is aware of and must comply with purchaser's environmental policy and iso 14001 program in seller's performance under this order. seller's environmental policy and gems program…, supplier code of conduct., seller acknowledges purchaser's supplier code of conduct ("supplier code"), which can be found at http://supplier.spe.sony.com , under which purchaser expects seller to comply with all applicable laws and regulations of the countries and regions in which purchaser operates and to conduct business activities in an honest, ethical and responsible manner. if seller has a concern that a sony pictures…, artificial intelligence terms., seller's items do not and will not contain, use, or incorporate, in whole or in part, any gai system (or depend in any way upon any gai system), including without limitation, any collection or processing of any confidential information or personal data without purchaser's prior review and written approval (in purchaser's sole discretion). seller may not use any data or information submitted by…, appendix i, this appendix shall apply to the extent seller collects, records, stores, accesses or otherwise processes (collectively, "process," "processed," or "processing") information that can be used to directly or indirectly identify an individual in connection with providing the purchaser and/or purchaser's affiliates (including, but not limited to, the spe affiliates) with items under this order, such…, eea, ") and/or switzerland, and seller stores or otherwise obtains access to such personal data outside of the eea and/or switzerland, seller shall implement appropriate measures to address the cross-border transfer of personal data, including but not limited to standard contractual clauses or the eu-u.s. and/or swiss-u.s. privacy shield framework. notwithstanding any provisions in the order to the…, security breach, "). seller shall reasonably cooperate in the investigation of the security breach and shall be responsible for any fees or costs associated with remediating the security breach and/or making any legally mandated notices to regulatory authorities, individuals or others. for avoidance of doubt, any such fees or costs shall constitute direct damages and will not be subject to section 30 of the order…
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