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Subcontractor Terms and Conditions

The following applies to the purchase of goods (“Goods”) and services (“Services”) set forth in this Purchase Order.  This Purchase Order is between the Contractor set forth on the first page (the “Front”) of this Purchase Order between a Service or Goods provider (“Contractor”) and QualTek Wireline LLC f/k/a NX Utilities, LLC (“Customer”).  This Purchase Order becomes a valid and binding obligation of the parties upon the earlier of (i) ten (10) business days after the issue date printed on the Front of this Purchase Order unless Contractor notifies Customer prior to the expiration of such ten (10) day period that this Purchase Order is rejected by Contractor; (ii) Contractor’s approval of this Purchase Order by email or other written acknowledgment to Customer, or (iii) Contractor commencing performance under this Purchase Order.  If there is a fully executed master agreement between Customer and Contractor, then the terms of that master agreement are incorporated into and shall be the governing terms and conditions of this Purchase Order. Otherwise, except for terms expressly agreed to in writing signed by an authorized Customer representative, any additional or different terms that contradict the printed terms of this Purchase Order, and any preprinted term and condition on any Contractor quote or communication for conditions of sale, are not valid and are hereby rejected.

 

  1. PAYMENT AND INVOICES: Customer will pay any undisputed amounts within Payment Terms set forth on Purchase Order or if none are specified, within forty-five (45) days after receipt of a valid, approved invoice.  Contractor shall not invoice Customer until Goods have been delivered or Services rendered and accepted by Customer.  The prices for Goods and Services on the Front are complete and include, without limitation: purchase price, taxes, shipping, packaging, labeling, custom duties, storage and insurance.  Contractor must submit all invoices to Customer within forty-five (45) days following delivery of Goods or completion of Services.  Customer will not pay and will not be responsible for any invoices submitted after the expiration of such forty-five (45) day period.
  2. DELIVERY AND ACCEPTANCE: All shipping, completion and delivery dates are firm.  Shipment of Goods will be D.D.P. destination, unless otherwise set forth on the Front of this Purchase Order.  Contractor will ship freight prepaid.  Contractor must suitably pack or otherwise prepare for shipment of all Goods to prevent damage in transfer.  Contractor must comply with all carrier requirements.   Customer may test or inspect all Goods or Services delivered, but Customer’s inspection, testing or payment (or lack of inspection, testing or payment) is not an acceptance of Goods or Services or waiver of any right or warranty and does not preclude Customer from rejecting defective Goods or Services.  Customer shall communicate its rejection or acceptance (“Acceptance”) of Goods and/or Services within thirty (30) days following delivery of Goods or final completion of Services, as the case may be. Except for such Goods deemed accepted if placed into commercial service without notice of Acceptance by Customer, Goods or Services not accepted within such thirty-day period shall be deemed rejected.
  3. CONFIDENTIALITY: Any and all information, including this Purchase Order, learned by Contractor concerning the business or affairs of Customer shall be treated as confidential both during the term of this Purchase Order, and after termination. Any such information shall not be disclosed to any other person, firm or corporation without the express written consent of Customer.  Contractor agrees that it will not refer to the existence of this Purchase Order in press releases, advertising or materials distributed to prospective customers without the express written consent of Customer, which consent may be withheld in its sole discretion.  In addition, Contractor shall, with respect to any information, including this Purchase Order, received from Customer or its agents; (i) Hold such information in strict confidence and use the same only in connection with the Services provided hereunder.  (ii) Take such precautions as shall be reasonably necessary to keep such information confidential, and prevent unauthorized disclosure of such information by Contractor’s employees and agents; and (iii) Return, or discard, at Customer’s option, any physical or written records containing such information, whether such records were supplied by Customer or prepared by Contractor.  The Contractor may retain one copy for their legal records where required by law.
  4. WARRANTIES AND CERTAIN COVENANTS:
    1. Contractor warrants and covenants that all Goods and Services delivered shall: (i) conform with this Purchase Order and all specifications; (ii) with respect to Goods only, be free from defects in materials, workmanship and design; (iii) with respect to Goods only, be free from liens, restrictions, reservations, security interests or encumbrances; (iv) with respect to Goods only, be suitable for, and perform in accordance with, the particular purposes (A) for which they were purchased by Customer and (B) for which they were designed, manufactured or constructed; (v) with respect with Services only, (Y) will be provided by individuals who have the expertise, skills, training, and professional education to perform the Services in a professional manner, and (Z) will be performed in a first-class, workman like manner to the highest standards of the industry. The warranty period for Goods and Services shall be the longer of: (i) the warranty period stated in this Purchase Order, the Specifications, or the applicable OEM warranty; (ii) two (2) years after Acceptance; or iii) one (1) year after Contractor cured any deficient workmanship discovered during the requisite warranty period.  The warranty period in all cases shall commence upon Acceptance.
    2. Contractor will, at Customer’s request and without additional expense to Customer, promptly correct defects or substitute non-conforming Goods and Services. If Contractor does not promptly correct defects or replace non-conforming Goods or Services, Customer, after written notice to Contractor, may make corrections or replace non-conforming Goods or Services and charge Contractor for costs incurred.
    3. Contractor warrants that neither Goods nor Services, nor Customer’s use of Goods or Services shall infringe any patent, copyright, trademark, service mark, intellectual property rights or the misappropriation of any trade secret or the violation of a right of publicity or a nondisclosure obligation.
  5. INDEMNIFICATION: To the maximum extent provided by law, Contractor shall indemnify and hold harmless Customer, its customer and their respective affiliates, and the directors, officers, managers, members, shareholders, agents and employees of any of them (collectively, “Indemnitees”), from and against any fine, penalty, loss, cost (including reasonable attorneys’ fees), damage, injury, claim, expense or liability (collectively “Liabilities”), including but not limited to, Liabilities resulting from or related to (i) breach by Contractor of these Purchase Order Terms and Conditions, including any warranty or representations by Contractor hereunder; (ii) Contractor’s acts or omissions leading to injury to or death of any person, or damage to, or loss or destruction of, any property; and (iii) Contractor’s negligent performance or non-performance under this Purchase Order, whether directly or by its Subcontractors or Subcontractor’s personnel, except for that portion of Liabilities directly caused by the gross negligence or willful misconduct of Customer.
  6. PROPRIETARY RIGHTS: Contractor must promptly disclose and assign to Customer all intellectual property generated, conceived or developed under this Purchase Order, including but not limited to, inventions, discoveries, designs, developments, improvements and innovations conceived or reduced to practice as a result of this Purchase Order, and any resulting patents and other proprietary or intellectual property rights related thereto.  Any work of authorship in any form of expression, including but not limited to, manuals and software development under this Purchase Order, are works for hire and belong exclusively to Customer.  If by operation of law, the ownership of works for hire does not automatically vest in Customer, Contractor hereby assigns and agrees to assign ownership to Customer.  Contractor warrants to Customer that Contractor’s employees are subject to agreements that will secure Customer’s rights under this Purchase Order.
  7. TERMINATION: Customer may at any time terminate for convenience further performance of all or part of the Purchase Order by giving written notice to Contractor.   Such termination shall be without liability of any kind to Customer if communicated to Contractor thirty (30) days prior to scheduled delivery of Goods or at any time prior to performance of Services. If Contractor, for any reason, fails to ship or deliver Goods or perform Services within the time specified in this Purchase Order, Customer without liability (except for Goods and Services previously delivered and accepted), may terminate this Purchase Order in whole or in part, by written notice to Contractor, and Contractor will be liable to Customer for any damages that Customer incurs due to non-performance, including the excess cost for substitute Goods or Services.
  8. LIMITATION OF CUSTOMER’S LIABILITY. CUSTOMER SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO, LOST PROFIT), SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF RELATING TO THIS PURCHASE ORDER. CUSTOMER’S LIABILITY FOR ANY CLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS PURCHASE ORDER WILL NOT EXCEED THE PRICE OF THE GOODS OR SERVICES GIVING RISE TO THE CLAIM.
  9. SUBCONTRACTORS: Contractor may, at its own expense, employ professional service providers, contractors, engineers, or other subcontractors, or professionals, (collectively referred to herein as “Subcontractors”), as it deems necessary or advisable in the performance of its obligations hereunder; provided the Contractor obtains Customer’s prior written consent to use of any such Subcontractor, which consent may be given, withheld, or conditioned in Customer’s sole discretion. No such delegation by Contractor, or consent by Customer, shall relieve Contractor of any of its obligations hereunder between Customer and Contractor and Contractor shall remain fully liable for the provision of Goods and/or Services to be provided hereunder.  Any claims arising from Subcontractors actions or inactions shall be the responsibility of Contractor and shall be treated as Contractor’s own actions or inactions. In the event Contractor hires Subcontractors, Contractor shall pay each Subcontractor and indemnify and hold Customer harmless from any claims submitted by any Subcontractor.
  10. CONTRACTOR RELEASES: If reasonably required by Customer, Contractor shall furnish to Customer final releases of lien in a form reasonably required by Customer from Contractor, its Contractors and any other persons who may lawfully claim a lien through Contractor. To the extent required by law, such release with respect to Goods and/or Services may be conditional upon payment from Customer. Contractor’s failure to provide all lien releases as required shall cause the invoicing package to be incomplete and permit Customer to delay or refuse any payments to Contractor until Contractor complies, without prejudice to any other remedies available to Customer.
  11. Responsibilities: Contractor warrants that it is experienced in such construction and has available sufficient, qualified personnel, vehicles, tools, safety equipment, equipment, mobile phones and a qualified project manager to perform the Work in an efficient and timely manner and in accordance with the terms of this Agreement. Contractor shall be subject to the following:
    1. Hiring guidelines. Contractor is responsible for conducting both pre-contract drug testing and lifetime background checks. These checks will meet the Company’s hiring criteria guidelines as well as those required by the Company’s customer. If Company’s customer requires, Contractor agrees to allow Company to submit drug and background screenings on their behalf and at full charge to the Contractor along with any necessary fees associated to the Company for completing and processing of the screenings.

 

Upon the request of Company, Contractor also agrees to conduct a criminal background check at Contractor’s sole expense, on any of Contractor’s subcontractor’s agents, servants, employees and/or representatives who are to perform work for Contractor. Upon request by the Company, Contractor will supply the results of such criminal background checks to Company.

  1. Immigration Compliance. Contractor shall at all times comply with the Immigration Compliance Agreement between Company and Contractor.
  2. Vehicles and Tools. Contractor shall furnish any vehicles or tools that are necessary to perform the Work, as it may be amended from time to time. Contractor shall use WHITE new or late model, damage-free, clean, well maintained vehicles that are covered by VIN number under its Commercial auto policy. No personally owned vehicles will be used on Work performed under this contract.
  3. Company Guidelines. Contractor agrees to manage personnel to standards and policies set forth by Company and those of any of Company’s customers on whose projects Contractor might work.
  4. Quality Assurance. As required by Company guidelines, Contractor shall do 20% inspection of all Work that has been performed. Company will also quality check Contractor’s work and Company’s customer may also do its own checks. In the event Contractor fails to pass any such quality assurance checks of Company or Company’s customer, any charge or expense (a “Quality Cost”) that is incurred by the Company because of deficiencies in Contractor’s services will remain the sole responsibility of Contractor. Such charges shall be deducted from payments otherwise owed to Contractor. To the extent the Quality Costs exceed the amount of payments owed to Contractor, Contractor shall promptly pay the costs to Company unless Contractor promptly fixes the problems to the mutual satisfaction of Company and its customer. If Contractor damages property of Company’s customer, Contractor shall address and correct the problem outlined by the Company, and follow an agreed time-line to make the necessary corrections or, at Company’s option, pay the cost of required repairs.
  5. Minimum Requirements. The following minimum requirements must be met for each construction project:
    1. Contractor shall meet Company’s schedule for completing the Work.
    2. Contractor shall contact the proper authorities/agencies to ensure proper and timely locating of all buried utilities in any areas of proposed excavation.
  • Contractor will be responsible for locating all underground facilities in work areas to ensure that installation does not adversely affect existing equipment and is done consistent with work order or similar document providing Contractor with description of Work. Contractor is responsible for adhering to all state and local locate laws.
  1. Surfaces and all surrounding work areas shall be restored to their original condition following the completion of Contractor’s Work.
  2. Contractor agrees that its Work will be performed in accordance with standard utility practices and the National Electrical Safety Code, and other such regulations as may be applicable for proper construction of said system. Deviations from above construction practices will be accomplished only on written order from the Company or its authorized representative. Contractor agrees to perform all Work in a safe manner.
  1. Personnel. Contractor will maintain adequate and necessary personnel on the job to perform and carry out the terms of this Agreement in an expeditious manner. Contractor shall work in a good and workmanlike manner and in accordance with specifications and drawings provided by the Customer. Contractor certifies that Contractor shall review all applicable specifications for construction and installation and that Contractor shall fully understand and will comply with them.
  1. INSURANCE: Prior to commencing work hereunder Contractor shall obtain, and shall maintain in full force and effect, insurance policies covering its performance under this Purchase Order and for a period of two (2) years thereafter with the following coverages and limits of liability:
    1. Commercial General Liability Insurance providing the limits of coverage written on an occurrence basis, in no event less than $1,000,000 combined single limit and $2,000,000 in the aggregate for personal and bodily injury and death and personal injury advertising arising therefrom and Broad Form property damage arising out of any one occurrence in connection with the Goods or Services or any part thereof, which insurance shall include coverage with the same minimum limits for contractual liability and completed operations liability. Commercial General Liability coverage shall be written on an “occurrence” basis using an ISO CG0001 (or equivalent form) form (“claims made” is not acceptable), with the following minimum coverages: (i) separation of insureds (severability of interest); (ii) no “Cross Liability” or “Cross Suits” exclusions or limitations (that include an Additional Insured vs. Named Insured exclusion); (iii) Contractual Liability shall not have any additional restrictions or modifications to the definitions of “Insured Contract” as provided by the ISO GC0001 form; (iv) coverage for independent subcontractors. No “Contractors Conditions of Coverage” or “Contractor Required Insurance” or similar restrictions, endorsements or limitations shall be part of the insurance policy. No “Action Over” or “Bodily Injury to Independent Contractors” or similar restrictions, endorsements or limitations shall be part of the insurance policy; (v) Designated Construction Project General Aggregate Limit endorsement ISO CG2503 or its equivalent; and (vi) shall not contain any explosion, collapse or underground property exclusions or limitations.
    2. Business Automobile Liability insurance with limits of at least $1,000,000 for each accident for bodily injury and property damage, extending to all owned, hired, and non-owned vehicles.
    3. Workers’ Compensation Insurance as required by state law where the services are performed. Employer Liability insurance with limits of at least $1,000,000 for each occurrence.
    4. Umbrella/Excess Liability with limits of not less than $3,000,000 in excess of all the above-referenced Commercial General Liability, Employer’s Liability and Business Auto Liability, except the following Contractor classifications will have limits of not less than the following: HVAC–$2,000,000, Landscaping and Fencing–$1,000,000. Such Umbrella/Excess Liability policies shall be written on an “occurrence” basis and follow form to the terms and conditions of the underlying coverages or provide coverage as broad in form as the terms and conditions of the underlying coverages and shall include a dropdown feature in the event any underlying limits are exhausted.
    5. Professional Errors and Omissions liability insurance policy of not less than $2,000,000 per occurrence if applicable to the work to be performed under the Purchase Order. If written on a claims made basis the policy must have a retroactive date that is prior to the date that Contractor’s starts work under this agreement.
    6. Property/installation Floater Policy during period of time that Contractor has the care, custody and control of material owned or furnished by Customer or its customer covering Contractor’s (and non-owned property in Contractor’s care, custody or control) materials and equipment to be used for completion of the Services or delivery of Goods. Property/installation coverage shall be insured on an all-risk/special form covering direct physical loss, including earthquake and flood, for an amount equal to the full replacement cost.
    7. All insurance shall be procured from reputable insurers authorized to do business in the state in which the project is taking place and having an A.M. Best Rating of at least A-Class VIII.
    8. Contractor shall not have a Deductible / Self Insured Retention on any policy greater than $50,000; if Contractor’s policy(s) has a Deductible / Self Insured Retention exceeding this amount, approval must be received from Customer prior to starting work under this Contract.
    9. The Contractor’s insurance carrier (s) shall provide at least thirty (30) days prior written notice to QualTek Wireline LLC in the event coverage is materially changed, cancelled or non-renewed. In the event of material change, cancellation, or non-renewal in coverage(s), it is the Subcontractor’s responsibility to replace coverage to comply with the Contract requirements so there is no lapse of coverage for any time period.
    10. Contractor shall provide Customer with Certificates of Insurance, evidencing the insurance coverages listed above, ten days prior to the start of work under this Project. Contractor shall not begin any work until Customer has reviewed and approved the Certificate of Insurance.
    11. Additional Insured Provision: The insurance policies identified in paragraphs (a), (b), and (d) above shall include an endorsement naming the Indemnified Parties as Additional Insured (collectively, the “Additional Insureds”) as follows: “QualTek Wireline LLC its and any other party whom QualTek Wireline is required by contract, permit, and/or agreement to name as an Additional Insured on a primary and noncontributory basis for ongoing and completed operations.  Each of the respective Additional Insureds’ Owners, Shareholders, Partners, Members, Representatives, and Agents are also included as Additional Insureds”. Contractor shall also name Customer’s customer as an additional insured in the form and content as required in the contract between Customer and its customer. All policies listed above may not contain ANY limiting “Additional Insured versus Insured” Exclusion.
    12. Waiver of Subrogation Endorsement: The insurance policies identified in paragraphs (a), (b), (d), (e), and (f) above shall include an endorsement waiving rights or subrogation in favor of the Additional Insureds described in (k) above, as permitted by state law.
    13. With the exception of Professional Errors and Omissions, all such insurance shall contain only such “deductibles” as Customer shall approve. Deductibles shall be shown on the Certificate of Insurance. The minimum amounts of insurance required under this paragraph shall not be construed to limit the extent of Contractor’s liability under this Agreement. Prior to providing any Goods or performing any Services under this Purchase Order, Renewals or replacements of insurance certificates shall be thirty (30) days prior to the expiration or termination of each policy. Upon request, Contractor shall provide Customer with copies of each required insurance policy and all endorsements. Customer’s review of any insurance policy, or failure to object to the submitted documents, shall not be deemed acceptance of or approval of coverage that is not in compliance with these terms and conditions or as acceptance or affirmation of the adequacy or applicability of such insurance. Customer may require Subcontractor to provide such other insurance coverages with limits of liability amounts as Customer may reasonably require from time to time. The insurance limits specified shall not act to limit the liability of Contractor or the indemnification obligation of Contractor to Customer. All policies shall be primary and non-contributory with respect to any insurance or self-insurance that is maintained by Customer. All approved Subcontractors shall maintain coverages, requirements and limits at least as broad as those set forth in this Section 11.
  2. Safety. Company places a great deal of importance on Job Safety, particularly in the field during the performance of any construction projects. The Company and Contractor will ensure that all appropriate safety measures are taken and that Occupational Safety and Health Administration (“OSHA”) guidelines are followed. Also, Contractor’s personnel that are performing the work will have the proper training and follow the appropriate safety measures. Any representatives working on behalf of the Contract will wear appropriate PPE (including, but not limited to: eye protection, foot protection, head protection and high visibility clothing) while on all job sites. Any and all state, county, and municipal requirements will also be followed. At its own expense, at all times Contractor shall take all reasonable precautions to protect persons and property at or adjacent to the project site from damage, loss or injury resulting from performance of work for Company by Contractor, and its employees or other agents. If any accident occurs, person is injured, or property damaged at or near the site resulting from the performance of Contractor or its employees or other agents, Contractor shall immediately notify the Company thereof in writing. The Contractor shall comply with all specific safety requirements of the Company’s customer, including all specific requirements set forth in the plans and specifications of Work. In accordance with Section 5, Contractor agrees to indemnify, defend, and hold harmless Company for any claims arising out of, or relating to, a violation of this section of the Agreement.
  3. Reporting. Contractor’s main contact at the Company is the Risk Manager for Company. Contractor may be required to submit various reports to Company. Contractor agrees to keep Company informed as to the progress of the project and to the progress with the contract work faithfully and in such order as Company considers necessary to keep the project on schedule and to avoid any delay in completion of the project.
  4. APPLICABLE LAW; VENUE; ATTORNEYS FEES: This Purchase Order shall be governed by, subject to and construed according to the laws of the Commonwealth of Pennsylvania without regard to conflict of laws provisions. Venue for any dispute arising out of the Purchase Order shall lie exclusively in the United States District Court for the Eastern District of Pennsylvania or any court of the Commonwealth of Pennsylvania of competent jurisdiction located in Montgomery County, Pennsylvania, and Contractor submits and consents to the exclusive jurisdiction of such courts. The prevailing party in any dispute shall be entitled to recover reasonable attorneys’ fees and other legal costs from the non-prevailing party.
  5. Ownership of Work Product. Contractor shall make prompt written disclosure to Customer of all notes, designs, models, prototypes, drawings, data storage media, listings, reports, documents, deliverables, technical data, inventions, improvements, discoveries, computer software (including firmware, source code and object code), and other forms of technology, materials, information or intellectual property made, conceived, developed or actually or constructively reduced to practice in connection with or pursuant to the terms and conditions of this Agreement, whether solely or jointly with others, and which are associated with, refer to, are suggested by, or result from any Services which Contractor may do or perform or Goods delivered pursuant to this Agreement, or from any information obtained by Contractor from Customer or in discussions and meetings with employees of Customer or any of its affiliates including any reports to be prepared by Contractor for Customer under this Agreement (“Work Product”).  Contractor hereby agrees that all such Work Product are works made for hire exclusively for Customer, as applicable, under the patent or copyright laws of the United States and shall become and remain the exclusive property of Customer, and Customer shall have the rights to use such for any purpose without any additional compensation to Contractor.
  6. Non-Solicitation and Competition. Contractor, either on its own behalf or as partner, employee, stockholder, director or officer, or in association with others, agrees not to solicit, or engage in any business with any person, firm or corporation who is a current customer of Company, unless that person or firm already is a customer of the Contractor in the specific market area that Contractor is working for customer, for the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement unless authorized in writing by the Company. “Current Customer” is defined as a party for whom Company provides services during the term of this Agreement.
    1. Hiring. Contractor further agrees during the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement, not to hire as an employee or independent contractor of Contractor any person, crew or company working for Company as an employee or independent contractor during the term of this Agreement.
    2. Non-Compensation. If Contractor or anyone acting on Contractor’s behalf pays compensation to any individual or anyone on that individual’s behalf that is employed by Company, Company will (i) have the right to immediately terminate this Agreement for cause and (ii) seek the prosecution of Contractor and the employee to the fullest extent of the law. Furthermore, Contractor’s engagement under this Agreement and Company’s employee will be terminated immediately. Company reserves the right, at Company’s expense, to audit Contractor’s records for this purpose at any time upon three-days’ business notice and Contractor agrees to make all of its records available to Company’s employees and its agents and outside professionals. Contractor agrees to forfeit any retainage held by Company should Contractor’s crews leave before completion of any task within its scheduled time.
  7. Ethics. Contractor represents and warrants that it and its directors, shareholders, officer, employees, agents and all permitted subcontractors are currently in compliance, and will continue to be in compliance, with the provisions of all applicable federal, state and local laws, including rules, regulations and orders decree or direction of the U.S. or applicable foreign jurisdictions (collectively “laws”) in performance of this Agreement, including but not limited to any laws pertaining: to directly or indirectly, making, offering, causing to be made, accepting, requesting, suggesting, directing or otherwise inducing any bribe, payment, loan, commission, hospitality, gift of money, kick-back, inducement or anything of value or other advantage (individually or collectively “Bribery”) to any official, employee, agent or instrumentality of any government, including legislative, administrative or judicial positions, or any public international organization or any other person, company or legal entity to gain any advantage for Company, Company’s customer, or Contractor, or which is in violation of any economic or trade sanctions, in connection with any transaction relating to this Agreement that could result in a violation of any laws relating to Bribery, including without limitation the Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act 2010 (“U.K. Bribery”). Notwithstanding any other provisions in this Agreement, Company may suspend performance or terminate this Agreement immediately upon written notice, if Contractor breaches any of the terms set forth in this subsection. Following notice of such termination, Company shall not be responsible for any payments due under the Agreement, and shall not be required to complete any order or take any other action pursuant to this Agreement, if it has reasonable basis to believe that such payment, completion of order, or other action would violate any applicable law, including but not limited to the FCPA, or the UK Bribery.
  8. GENERAL:
    1. No change, amendment or modification of this Purchase Order will be effective unless in writing and signed by an authorized representative of Customer and Contractor, respectively.
    2. Contractor shall not, without Customer’s prior written consent, assign all or any part of this Purchase Order.
    3. Customer’s remedies under this Purchase Order, in law and equity are cumulative and may be exercised concurrently or separately.
    4. The invalidity in whole or in part of any provision of this Purchase Order will not affect the validity of any other provision.
    5. Failure by Customer to insist upon strict performance by Contractor of any of its obligations under this Purchase Order will not waive any subsequent or other defect or failure to perform by Contractor.
    6. Contractor is an independent contractor and not an agent or employee of Customer or of any of its affiliates. Contractor is solely responsible for paying wages, salaries, fringe benefits and any other compensation to or claimed by Contractor’s employees.
    7. Customer has the right to offset any amount owed by Contractor to Customer under this Purchase Order or any other agreement against any amount owed by Customer to the Contractor under this Purchase Order.
    8. Written communications to Customer should be sent to QualTek Wireline LLC 1150 First Avenue, Suite 600, King of Prussia, PA 19406, Attn: Legal Dept.
    9. Contractor shall (a) comply and cause its Subcontractors to comply with all applicable federal, state and local laws, ordinances, regulations and orders with respect to its performance of the Services, including, without limitation, any labor, non-discrimination and equal opportunity in employment laws, ordinances, regulations and orders; (b) file all reports relating to the services to be performed hereunder (including, without limitation, tax returns); (c) pay all filing fees and federal, state and local taxes applicable to Contractor’s business as the same shall become due; and (d) pay all amounts required under local, state and federal workers’ compensation acts, disability benefit acts, unemployment insurance acts and other employee benefit acts when due.