Specifications
REFERENCES
A.8References8/01/2011 52-1002-8.1
11. GENERAL PROVISIONS. Det-Tronics reserves the right to correct any stenographical or clerical errors in any of the
writings issued by it. Except as otherwise set forth herein, the terms and conditions and any description on the face of the
acknowledgement constitute a complete and exclusive statement of the sale of the products by Det-Tronics to the Buyer.
There are no other promises, conditions, understandings, representations or warranties. This contract may be modified
only in a writing signed by Det-Tronics. No waiver of any right will be effective against Det-Tronics unless supported by
consideration and expressly stated in a writing signed by Det-Tronics, and the failure of Det-Tronics to enforce any right will
not be construed as a waiver of Det-Tronics’s right to performance in the future. The Buyer may not assign any rights to,
or delegate any performance owed under this contract without the written consent of Det-Tronics. Det-Tronics shall have
the right to credit toward the payment of any monies that may become due Det-Tronics hereunder any sums which may
now or hereafter be owed to Buyer by Det-Tronics. The validity, performance and interpretation of all matters relating to the
interpretation and effect of this Agreement and any amendment hereto shall be governed by and construed in accordance
with the internal laws (and not the laws of conflicts) of the State of Minnesota. All disputes arising in connection with the
contract shall be resolved, if not sooner settled, by a court of competent jurisdiction located in Hennepin County, Minnesota,
USA. The Buyer shall pay Det-Tronics all fees, costs and expenses of Det-Tronics reasonably incurred in the enforcement of
Det-Tronics’s rights under or with respect to this contract, including, without limitation, reasonable attorneys’ fees.
12. LICENSES AND PERMITS. Where Buyer is a U.S. company located in the United States, or has provided a duly
executed power of attorney to an agent, Buyer shall be solely responsible for obtaining all export licenses or governmental
permits necessary to export the products from the United States. At Buyer’s request, Detector will endeavor to assist Buyer
in obtaining such licenses and permits. Buyer shall be solely responsible for obtaining all import permits or other documents
necessary for the importation of the products into another country or political subdivision thereof.
13. NON-DISCLOSURE OF CONFIDENTIAL AND/OR PROPRIETARY INFORMATION. Buyer shall not disclose
any technical/proprietary information furnished by Det-Tronics or acquired by Buyer or virtue of or as a result of the
implementation of this contract to any person, firm, body or corporate authority and shall make all endeavors to ensure such
technical/proprietary information is kept CONFIDENTIAL. Title to such technical/proprietary information imparted/supplied by
Det-Tronics to Buyer shall at all times remain the absolute property of Det-Tronics.
14. SOFTWARE LICENSE. All software programs which are embodied in a human readable media or machine readable
media and which include, but are not limited to, programs having a series of instructions, statements and data, and are
related materials furnished by Det-Tronics, are trade secrets and proprietary to Det-Tronics. Det-Tronics provides such
programs under a non-transferable and non-exclusive license to use them on the system for which Det-Tronics provided it;
the Buyer may not assign, sublicense or otherwise transfer said license and programs or materials without the prior written
consent of Det-Tronics. In the event information/data is exchanged between Det-Tronics and the Buyer, both parties mutually
agree not to expose said programs to any claim, lien, conversion or any other encumbrance. Det-Tronics and the Buyer
further agree to exercise due care and employ reasonable efforts to prevent disclosure of said technical information/data/
program(s) unless it was or is:
[i] Known to the receiving party without restriction when received or thereafter developed independently by the
receiving party, or
[ii] Obtained from a source other than the originating party, or
[iii] In the public domain when received or thereafter enters the public domain through no fault of the receiving party, or
[iv] Disclosed by the originating party to a third (3rd) party without restriction.
15. CHANGES. The Buyer may make changes, additions or deletions to specifications, drawings and other descriptions
and conditions recited in the related document(s) upon written notice to Det-Tronics. If any such change(s), addition(s) or
deletion(s) initiated by the Buyer affects the cost of manufacture or time of delivery, Det-Tronics shall give the Buyer written
notice thereof within two (2) weeks from the date of Buyer’s notice, and the Buyer shall give the instruction within a period of
two (2) weeks from the date of Buyer’s receipt of whether to accept Det-Tronics’s proposed cost or delivery changes or to
withdraw such change(s). In case of withdrawal of change(s), addition(s), deletion(s) during the above period(s), the original
contract price and/or delivery shall remain unchanged.
16. FEDERAL ACQUISITION REGULATIONS. The components, equipment and services proposed by Seller are
commercial items as defined by the Federal Acquisition Regulations (“FAR”) and the prices in any resulting contract and in
any change proposal are based on Seller’s standard commercial accounting policies and practices which do not consider
any special requirements of U.S. Government cost principles and do not meet the requirements of Part 31 of the FAR or any
similar procurement regulations. Seller agrees only to perform a contract for the sale of a commercial item on a fixed-price
basis. In addition, Seller will not agree to submit or certify to any cost or pricing data nor will Seller agree to any requirements
to establish price reasonableness under FAR Part 15 or such similar regulations. In stating its position, Seller refers to
FAR Part 12 - “Acquisition of Commercial Items.” All Sales under $3,000 are made pursuant to FAR Part 13, Simplified
Acquisitions.