Verizon Logistics Vendor Extranet

Agreement Number:

ELECTRONIC COMMERCE
TRADING AGREEMENT

BETWEEN

GTE COMMUNICATION SYSTEMS CORPORATION

AND

TABLE OF CONTENTS

SIGNATURES
EXHIBIT A: AFFILIATED ENTITIES
EXHIBIT B: PURCHASE ORDER TERMS AND CONDITIONS
EXHIBIT C: EFT INFORMATION

ELECTRONIC COMMERCE
TRADING AGREEMENT

This Electronic Commerce Trading Agreement (Agreement) is between (SELLER):

Supplier name:

State of incorporation:

With offices at:

and GTE Communication Systems Corporation, a Delaware corporation, acting through its Verizon Logistics Division, with offices at 700 Hidden Ridge, Irving, Texas 75038, for the benefit of itself and its Affiliates, defined in Exhibit A (individually and collectively CUSTOMER).

2. TERM

This Agreement is effective when signed by both parties and shall remain in effect unless terminated by either party with not less than thirty (30) days' prior written notice, which notice shall specify the effective date of termination; provided, however, that any termination shall not affect the respective obligations or rights of the parties arising under any transaction or otherwise under this Agreement prior to the effective date of termination.

3. SCOPE

This Agreement sets forth the terms and conditions applicable to CUSTOMER's purchases of SELLER's products and/or services by electronically transmitting and/or receiving data, including without limitation by the Internet and/or Electronic Data Interchange (EDI) in agreed upon formats in substitution for conventional paper- based documents. If using EDI, upon mutual agreement between the parties, this Agreement will incorporate by reference instructions provided in CUSTOMER's EDI Implementation Guidelines located on the web at:

http://www.edixchange.com/vzn/welcome.html

Further, the terms and conditions as set forth in this Agreement provide that CUSTOMER's purchases using electronic transmission are legally valid and enforceable purchases by the exclusive application of the terms and conditions of Exhibit B.

4. DEFINITIONS

(a) “997” is a Functional Acknowledgement to advise Customer that Customer’s PO has been received.

(b) “855” is a Purchase Order Acknowledgement that includes information about the projected ship date and confirms or corrects fields on the PO.

(c) “856” is the Advanced Ship Notification is sent immediately after the order has shipped and includes information about the actual ship date, carrier name and confirms method of shipment.

5. PREREQUISITES

(a) Each party may utilize EDI electronic transmission for the communication of purchase orders, acknowledgements, subsequent invoicing or other data (DOCUMENTS). All exchanged DOCUMENTS may be channeled directly to or through one or more Value Added Networks (VANs) by one party to the other party. Each party will arrange and pay its own expenses for the transmission of DOCUMENTS. Either party may change its VAN with thirty (30) days' prior written notice to the other. Each party agrees to provide the other access codes necessary to establish connections to its electronic transmissions. Each party shall ensure that (i) DOCUMENTS transmitted electronically are authorized; (ii) its business records and data are protected from improper use or unauthorized access; and (iii) the security of access codes and electronic identification codes are maintained.

(b) Prior to performance of any new EDI transmission of DOCUMENTS under this Agreement, SELLER agrees to review and then perform, to the best of its capabilities, in accordance with the instructions provided in CUSTOMER's Implementation Guidelines. As determined by CUSTOMER and SELLER, there may be a period during which the parties test and resolve any operational issues associated with any electronic commerce transaction.

6. EDI DOCUMENT TRANSMISSION

(a) The CUSTOMER requires that all electronically transmitted Purchase Orders be acknowledged (solely for the purpose of acknowledging receipt of the Document) within four (4) business hours by the SELLER. When using EDI, the SELLER shall return a 997 within four (4) business hours. When using WebEDI, the SELLER shall open the Purchase Orders on the website within four (4) business hours of receipt. In addition, the CUSTOMER requires that Purchase Order Acknowledgements be transmitted electronically from the SELLER to the CUSTOMER within twenty four (24) hours of a Purchase Order receipt. When using EDI, the SELLER should respond with an 855. When using WebEDI, the SELLER shall complete the Purchase Order Acknowledgment form on-line and submit it to CUSTOMER within twenty four (24) hours of Purchase Order receipt. Both forms of Purchase Order Acknowledgment shall include a promised ship date and comply with all requirements of CUSTOMER’s Implementation Guidelines. In addition, the SELLER shall electronically transmit the Advanced Ship Notification to the CUSTOMER on the date of shipment. When using EDI, the SELLER shall respond with an 856. When using WebEDI, the SELLER shall complete the Advanced Ship Notification form. Both forms of Advanced Ship Notification should include an actual ship date and comply with all requirements of CUSTOMER’s Implementation Guidelines.

(b) If any transmitted DOCUMENT is received in an unintelligible or garbled form, the receiving party shall promptly notify the sending party (if identifiable from the received DOCUMENT) within four (4) business hours. In the absence of such notice, the sending party's records of the contents of such DOCUMENT shall control.

7. TRANSACTION TERMS

(a) The terms and conditions set forth in Exhibit B, Purchase Order Terms and Conditions, as the same may be modified from time to time by CUSTOMER, shall be applicable to each purchase placed electronically with SELLER by CUSTOMER. The terms and conditions of Exhibit B shall control the underlying purchase transaction and shall take precedence over any terms and conditions in SELLER's DOCUMENTS. Additional terms, conditions, and supplements may be included by CUSTOMER as part of any specific DOCUMENT electronically.

(b) For Electronic Funds Transfer (EFT), CUSTOMER agrees to electronically transfer funds, as appropriate, to the financial institution and bank account number shown in Exhibit C, as the same may be modified from time to time by SELLER upon notice to CUSTOMER within fourteen (14) days of the effective date of such modification. CUSTOMER will make payments in accordance with the National Automated Clearing House Association's (NACHA) Corporation Trade Rules. CUSTOMER's process is governed by and in accordance with Article 4A of the Uniform Commercial Code. CUSTOMER will not be responsible for any loss that may arise by reason of error, mistake or fraud regarding SELLER's information provided in Exhibit C. Further, CUSTOMER will be responsible for loss of data only when it is due to the sole negligence of CUSTOMER or its originating bank.

(c) The parties agree that the DOCUMENT properly transmitted electronically, including a party's identification, shall be the same as a signed writing, created in the ordinary course of the sending party's business, at or near the time of the events recorded, and transmitted by a person with knowledge of the events. When the DOCUMENT is printed from the electronic records, the DOCUMENT shall be considered an original document. Neither party shall contest the validity of the DOCUMENT on the grounds that it fails to meet the common law statute of frauds or the statute of frauds found in Section 2-201 of the Uniform Commercial Code, that it fails to meet the business records exception to the hearsay rule or that it fails the best evidence rule because it is not an original document.

8. LIABILITY

(a) Each party shall be liable for the acts or omissions of its VAN when transmitting, receiving, storing or handling DOCUMENTS, or performing related activities, for such party; provided that if both the parties use the same VAN to effect the transmission and receipt of a DOCUMENT, the originating party shall be liable for the acts or omissions of such VAN as to such DOCUMENT.

(b) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR AS A RESULT OF THE ELECTRONIC TRANSMISSION OF DOCUMENTS UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR FAILURE TO COMPLY WITH THE PROVISIONS OF THIS AGREEMENT DUE TO CAUSES BEYOND ITS CONTROL, INCLUDING, WITHOUT LIMITATION, FAILURE OR MALFUNCTION OF COMPUTERS, OR COMMUNICATION CIRCUITS.

9. NOTICES

(a) For matters pertaining to this Agreement, the parties shall contact the individuals below:

CUSTOMER:
Verizon
Supply Chain Services
600 Hidden Ridge
Irving, Texas 75038
Attention: Logistics: HQE03L28
SELLER:

(b) For matters pertaining to the technical administration of Electronic Commerce transactions, the parties shall contact the individuals below:

CUSTOMER:
Verizon
Supply Chain Systems
ATTN: Electronic Commerce Group
MAILCODE: HQW01L40
700 HIDDEN RIDGE
Irving, TX 75038
972-718-3800
e-commerce@verizon.com

SELLER:

10. DISPUTE RESOLUTION

(a) The parties to this Agreement desire to resolve disputes arising out of this Agreement without litigation. Accordingly, except for action seeking a temporary restraining order or injunction related to the purposes of this Agreement, or suit to compel compliance with this dispute resolution process, the parties agree to use the following alternative dispute resolution procedure as their sole remedy with respect to any controversy or claim arising out of or relating to this Agreement or its breach.

(b) At the written request of a party, each party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The parties intend that these negotiations be conducted by nonlawyer, business representatives. The location, format, frequency, duration and conclusion of these discussions shall be left to the discretion of the representatives. Upon agreement, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of all parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit.

(c) If the negotiations do not resolve the dispute within sixty (60) days of the initial written request, the dispute shall be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. A party may demand such arbitration in accordance with the procedures set out in those rules. Discovery shall be controlled by the arbitrator and shall be permitted to the extent set out in this section. Each party may submit in writing to a party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of the following: interrogatories, demands to produce documents, and requests for admission. Each party is also entitled to take the oral deposition of one individual of the other party. Additional discovery may be permitted upon mutual agreement of the parties. The arbitration hearing shall be commenced within sixty (60) days of the demand for arbitration. The arbitration shall be held in Dallas, Texas. The arbitrator shall control the scheduling so as to process the matter expeditiously. The parties may submit written briefs. The arbitrator shall rule on the dispute by issuing a written opinion within thirty (30) days after the close of hearings. The times specified in this section may be extended upon mutual agreement of the parties or by the arbitrator upon a showing of good cause. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

(d) Each party shall bear its own costs of these procedures. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and of the arbitrator.

11. CHOICE OF LAW AND JURISDICTION

The construction, interpretation and performance of this Agreement shall be governed by and construed in accordance with the domestic laws of the state of New York and subject to the exclusive jurisdiction of its federal and state courts in the county of New York in the State of New York. The application of the U. N. Convention on contracts for international sale of goods is specifically excluded from this Agreement.

12. ENTIRE AGREEMENT

Each party represents that it has executed this Agreement through its authorized corporate representative.

	GTE COMMUNICATION SYSTEMS CORPORATION
By:	By:
Name:	Name:
Title:	Title:	MANAGER-SUPPLY CHAIN SERVICES
Date:	Date:

EXHIBIT A

“Affiliate” shall mean, at any time, and with respect to any corporation or other entity, any other corporation that at such time directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such first corporation or other entity. As used in this definition, “Control” means (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or other entity whether through the ownership of voting securities, or by contract or otherwise, or (b) direct or indirect ownership in the aggregate of twenty percent (20%) or more of any class of voting or equity interests in the other entity.

EXHIBIT B

PURCHASE ORDER TERMS AND CONDITIONS

1. ACCEPTANCE/AGREEMENT: THIS PURCHASE ORDER IS AN OFFER BY CUSTOMER TO PURCHASE GOODS OR SERVICES DESCRIBED ON THE FRONT SIDE AND ON THE FOLLOWING TERMS AND CONDITIONS. NO DOCUMENTS ISSUED BY SELLER SHALL BE EFFECTIVE TO VARY THE TERMS CONTAINED ON THE FRONT OR BACK SIDE OF THE PURCHASE ORDER. TERMS AND CONDITIONS CONTAINED IN QUOTATIONS OR SIMILAR FORMS OF SELLER OR THAT MAY BE PROPOSED IN ANY ACKNOWLEDGEMENT OR ACCEPTANCE WHICH ARE ADDITIONAL OR DIFFERENT FROM THESE TERMS AND CONDITIONS ARE REJECTED AND SHALL NOT BECOME PART OF THE PURCHASE AGREEMENT WITHOUT CUSTOMER'S WRITTEN CONSENT. THE INVALIDITY IN WHOLE OR IN PART OF ANY PROVISION OF THIS OFFER SHALL NOT AFFECT THE VALIDITY OF OTHER PROVISIONS.

2. CHANGES: CHANGES TO THE REQUIREMENTS LISTED ON THE FRONT SIDE OF THIS ORDER MUST BE MADE BY WRITTEN CHANGE ORDER. NO EMPLOYEE OF EITHER PARTY HAS AUTHORITY TO AGREE TO ANY OTHER TERMS AND CONDITIONS, OR CHANGE, UNLESS MADE IN WRITING AND SIGNED BY AN AUTHORIZED MEMBER OF CUSTOMER'S PURCHASING DEPARTMENT. IF ANY SUCH CHANGE CAUSES AN INCREASE OR DECREASE IN THE COST, AN EQUITABLE ADJUSTMENT SHALL BE MADE AND THIS AGREEMENT SHALL BE MODIFIED IN WRITING.

3. SPECIAL ORDERING PROCEDURES: URGENT PURCHASE ORDERS AND CHANGE ORDERS MAY BE PLACED WITH THE SELLER BY TELEPHONE. THE ORDERS WILL BE FOLLOWED BY A FORMAL PURCHASE OR CHANGE ORDER MARKED "CONFIRMATION." THE SELLER IN ACCEPTING THE VERBAL ORDER AGREES TO PROCEED WITH WORK ON THE ORDERS CONSISTENT WITH THE TERMS AND CONDITIONS.

4. SHIPMENT AND DELIVERY: TIME IS OF THE ESSENCE. IF DELIVERY OF ITEMS OR RENDERING OF SERVICES IS NOT COMPLETED BY THE TIME PROMISED, CUSTOMER RESERVES THE RIGHT WITHOUT LIABILITY, IN ADDITION TO ITS OTHER RIGHTS AND REMEDIES, TO TERMINATE THIS PURCHASE ORDER BY NOTICE TO SELLER AS TO ITEMS NOT YET SHIPPED OR SERVICE NOT YET RENDERED AND TO PURCHASE SUBSTITUTE ITEMS OR SERVICES ELSEWHERE AND CHARGE SELLER WITH ANY LOSS INCURRED. DELIVERY OF ITEMS OR PERFORMANCE OF SERVICE MORE THAN 5 BUSINESS DAYS IN ADVANCE OF THE REQUIRED DATE WILL NOT BE ACCEPTED BY CUSTOMER UNLESS OTHERWISE AUTHORIZED IN WRITING BY CUSTOMER'S PURCHASING DEPARTMENT.

5. INVOICES: INVOICES MUST BE RENDERED IN TRIPLICATE TO THE ADDRESS SPECIFIED ON THE FRONT SIDE. INVOICES ARE PAID FROM THE DATE OF RECEIPT OF MATERIAL OR RENDERING OF SERVICES AND NOT ON THE BASIS OF SELLER INVOICE DATE. ALL TAXES SHALL BE STATED SEPARATELY. PAYMENT OF INVOICES SHALL NOT CONSTITUTE ACCEPTANCE OF SUPPLIES OR SERVICES AND SHALL BE SUBJECT TO ADJUSTMENT FOR SHORTAGES, DEFECTS OR OTHER FAILURE OF SELLER TO MEET THE REQUIREMENTS OF THE ORDER. THE CUSTOMER MAY AT ANY TIME SET OFF ANY AMOUNT OWED BY THE CUSTOMER TO THE SELLER AGAINST ANY AMOUNT OWED BY SELLER OR ANY OF ITS AFFILIATED COMPANIES TO THE CUSTOMER.

6. REMEDIES: CUSTOMER SHALL HAVE THE RIGHT TO CANCEL THIS ORDER OR ANY PARTIAL ORDER IF MERCHANDISE CONFORMING TO SPECIFICATIONS IS NOT SHIPPED AT THE TIME AND THE QUANTITIES, OR IF IT SHALL BE ALLEGED THAT GOODS SOLD TO CUSTOMER INFRINGES ANY PATENT, TRADEMARK OR WAS MANUFACTURED OR SOLD TO CUSTOMER IN VIOLATION OF ANY STATUTE OR IF SELLER REFUSES TO FURNISH APPROPRIATE GUARANTEES TO PROTECT CUSTOMER AS PERMITTED BY LAW. CUSTOMER'S REMEDIES SHALL BE CUMULATIVE AND REMEDIES SPECIFIED DO NOT EXCLUDE ANY REMEDIES ALLOWED BY LAW.

7. DISCOUNT FOR PROMPT PAYMENT: DISCOUNT PAYMENT SHALL BEGIN ON THE DATE OF RECEIPT BY CUSTOMER OF THE ITEMS BILLED OR ON THE DATE THE INVOICE IS RECEIVED.

8. QUANTITIES: SELLER AGREES THAT SHIPMENTS SHALL EQUAL EXACT AMOUNTS ORDERED UNLESS AUTHORIZED BY CUSTOMER BY CHANGE ORDER, THAT OVER-SHIPMENTS MAY BE RETURNED TO SELLER AT ITS SOLE RISK AND EXPENSE AND SELLER WILL BE DEBITED FOR INCOMING FREIGHT CHARGES.

9. WARRANTY: WHETHER OR NOT SELLER IS A MERCHANT OF GOODS AND/OR SERVICES, SELLER WARRANTS THAT ALL GOODS OR SERVICES PROVIDED BY IT SHALL BE OF GOOD QUALITY AND WORKMANSHIP AND FREE FROM DEFECTS. FURTHER, ALL GOODS ARE MERCHANTABLE AND SUITABLE AND SUFFICIENT FOR THEIR ORDINARY USE, AND SAFE AND APPROPRIATE FOR THE PURPOSE FOR WHICH THEY ARE NORMALLY USED. SELLER FURTHER WARRANTS THAT ANY TELEPHONE APPARATUS OR EQUIPMENT FURNISHED HEREUNDER WILL COMPLY WITH PART 68 OF RULES OF THE FEDERAL COMMUNICATIONS COMMISSION (47 CFR SUBPARAGRAPH 68.1 ET SEQ.) AS APPLICABLE NONE OF THE REMEDIES AVAILABLE TO CUSTOMER FOR THE BREACH OF THE FOREGOING WARRANTIES MAY BE LIMITED EXCEPT IN THE MANNER AGREED UPON BY CUSTOMER IN A SEPARATE WRITTEN AGREEMENT DESIGNING SUCH LIMITATION AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF CUSTOMER'S PURCHASING DEPARTMENT. SELLER WARRANTS THAT IT HAS GOOD TITLE TO GOODS SUPPLIED AND THAT THEY ARE FREE OF ALL LIENS AND ENCUMBRANCES. THESE WARRANTIES ARE IN ADDITION TO THOSE IMPLIED IN FACT OR IN LAW.

10. INSPECTION: ALL ITEMS AND SERVICES ORDERED WILL BE SUBJECT TO FINAL INSPECTION AND APPROVAL BY CUSTOMER WITHIN 30 DAYS OF RECEIPT. ARTICLES OR SERVICES WHICH DO NOT COMPLY WITH THE TERMS OF THE ORDER OR WHICH CONTAIN DISCERNABLE BREACHES OF WARRANTY WILL BE REJECTED BY CUSTOMER. SELLER AGREES TO REPLACE OR REPAIR REJECTIONS AT ITS EXPENSE, INCLUDING OUTBOUND AND INCOMING FREIGHT CHARGES WITHIN A TIME SPAN NOT TO EXCEED NORMAL PRODUCTION OF THE ITEM CONCERNED FROM DATE OF REJECTION BY CUSTOMER.

11. DEFAULT: SHOULD THE SELLER FAIL TO PERFORM OR COMPLY WITH ANY OF THE PROVISIONS OF THE ORDER, CUSTOMER MAY TERMINATE THE ORDER IN WHOLE OR IN PART AND CONSIDER SUCH FAILURE AS A BREACH OF THIS CONTRACT. SELLER SHALL BE RESPONSIBLE FOR ANY LOSS BY, EXPENSE TO, OR CLAIM AGAINST CUSTOMER ARISING FROM SAID BREACH. CUSTOMER RETAINS ALL RIGHTS AND REMEDIES PROVIDED BY LAW OR IN EQUITY IN CASE OF SUCH BREACH, AND NO ACTION OR INACTION BY CUSTOMER SHALL SUBSTITUTE A WAIVER OF ANY RIGHT OR REMEDY.

12. PATENTS: SELLER AGREES UPON RECEIPT OF NOTIFICATION TO PROMPTLY ASSUME FULL RESPONSIBILITY FOR DEFENSE OF ANY SUIT OR PROCEEDING WHICH MAY BE BROUGHT AGAINST CUSTOMER OR ITS AGENTS, CUSTOMERS, OR OTHER VENDORS FOR ALLEGED PATENT OR COPYRIGHT INFRINGEMENT, OR UNFAIR COMPETITION RESULTING FROM SIMILARITY IN DESIGN, TRADEMARK OR APPEARANCE OF GOODS OR SERVICES FURNISHED, AND SELLER FURTHER AGREES TO INDEMNIFY CUSTOMER, ITS AGENTS AND CUSTOMER AGAINST ALL EXPENSES, LOSSES, ROYALTIES, PROFITS AND DAMAGES INCLUDING COURT COSTS AND ATTORNEY'S FEES INCLUDING SETTLEMENT. CUSTOMER MAY BE REPRESENTED BY AND ACTIVELY PARTICIPATE THROUGH ITS OWN COUNSEL IN ANY SUCH SUIT OF PROCEEDING IF IT SO DESIRES AND THE COSTS OF EACH REPRESENTATION SHALL BE PAID BY SELLER. WHERE THE ALLEGED INFRINGEMENT IS LIMITED TO PRODUCTS OR SERVICES WHICH WERE PROVIDED IN STRICT CONFORMANCE TO SPECIFICATIONS FURNISHED BY CUSTOMER, AND NOT ORIGINATING WITH SELLER, SELLER SHALL HAVE NO DUTY TO DEFEND AND INDEMNIFY CUSTOMER. HOWEVER, SELLER SHALL HAVE THE OBLIGATION TO COOPERATE IN THE INVESTIGATION AND DEFENSE AND SHALL NOT AFFECT THE CONSTRUCTION OF THE PROVISIONS OF SUCH CLAIM.

13. FORCE MAJEURE: NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR RESPONSIBLE FOR NON-PERFORMANCE OF ANY OF THE TERMS OF THE ORDER DUE TO UNSEEABLE CAUSES BEYOND THE REASONABLE CONTROL AND WITHOUT THE FAULT OR NEGLIGENCE OF EITHER PARTY, INCLUDING, BUT NOT RESTRICTED TO ACTS OF GOD OR THE PUBLIC ENEMY, ACTS OF GOVERNMENT, FIRES, FLOODS, EPIDEMICS, QUARANTINE RESTRICTIONS, STRIKES, FREIGHT EMBARGOES, OR UNUSUALLY SEVERE WEATHER.

14. INDEMNITY AND INSURANCE: THE SELLER AGREES TO INDEMNIFY AND SAVE HARMLESS CUSTOMER, ITS AGENTS, EMPLOYEES, OR CUSTOMERS FROM ALL LOSSES, CLAIMS AND SUITS (INCLUDING COSTS AND ATTORNEY'S FEES) AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING BY REASON OF LIABILITY IMPOSED BY LAW UPON CUSTOMER. AGENTS OR EMPLOYEES ARISING OUT OF OR IN CONSEQUENCE OF THE PERFORMANCE OF THIS PURCHASE ORDER, INCLUDING BUT NOT LIMITED TO DAMAGES FOR PERSONAL INJURIES TO THE DEATH OF, THE SELLER'S EMPLOYEES, ITS SUBCONTRACTOR'S EMPLOYEES, OR THIRD PERSONS, AND ON ACCOUNT OF DAMAGE TO PROPERTY, INCLUDING LOSS OF USE TO OTHER SUCH INJURIES TO PERSONS OR DAMAGE TO PROPERTY IS DUE OR CLAIMED TO BE DUE TO THE NEGLIGENCE OF THE SELLER, ITS SUBCONTRACTOR, CUSTOMER, THEIR AGENTS AND EMPLOYEES EXCEPT ONLY SUCH INJURY OR DAMAGE AS SHALL HAVE BEEN OCCASIONED BY THE NEGLIGENCE OF CUSTOMER. SOLELY AT THE OPTION OF CUSTOMER, SELLER MAY BE REQUIRED, BEFORE COMMENCEMENT OF DELIVERIES OR PERFORMANCE OF SERVICE TO DELIVER A CERTIFICATE OF INSURANCE EVIDENCING THAT THE SELLER HAS CERTAIN MINIMUM COVERAGE AMOUNTS TO BE SPECIFIED AT THE EXERCISE OF THE OPTION OF ANY OR ALL OF THE FOLLOWING TYPES OF COVERAGE:

A. STATUTORY WORKER'S COMPENSATION AND OCCUPATIONAL DISEASE;

B. EMPLOYER'S LIABILITY;

C. GENERAL LIABILITY INCLUDING CONTRACTOR'S PROTECTIVE LIABILITY AND BLANKET CONTRACTUAL LIABILITY FOR BOTH PERSONAL INJURY AND PROPERTY DAMAGE;

D. . AUTOMOBILE LIABILITY, INCLUDING NON-OWNER AUTOMOBILE LIABILITY FOR BOTH PERSONAL INJURY AND PROPERTY DAMAGE.

CERTIFICATE OF INSURANCE HEREINABOVE SPECIFIED SHALL REFLECT THAT CUSTOMER AND GTE CORPORATION ARE ADDITIONAL INSURED UNDER ALL GENERAL AND AUTOMOBILE LIABILITY POLICIES AND SHALL CONTAIN A CLAUSE READING AS FOLLOWS:

THE INSURANCE PROVIDED BY THESE POLICIES WILL NOT BE MATERIALLY CHANGED OR CANCELED WITHOUT 30-DAY PRIOR WRITTEN NOTICE BEING GIVEN TO CUSTOMER. FAILURE OF SELLER OR SELLER'S INSURANCE CARRIER TO DEFEND OR INDEMNIFY CUSTOMER IN THE EVENT OF LOSS, LIABILITY OR CLAIM, AFTER REASONABLE NOTICE TO DO SO, SHALL BE CONSIDERED A DEFAULT BY SELLER AND SUFFICIENT CAUSE FOR TERMINATION OF THE PURCHASE ORDER. IF THE CERTIFICATE IS NOT FURNISHED TO THE CUSTOMER, THE CUSTOMER MAY TERMINATE THIS AGREEMENT WITHOUT ANY FURTHER RESPONSIBILITY TO THE SELLER.

15.  HAZARDOUS MATERIALS: SELLER WILL PROVIDE TO CUSTOMER BEFORE SHIPPING OF THE ITEMS OR PROVISIONING OF SERVICE, A STATEMENT DESCRIBING ANY "HAZARDOUS MATERIAL" OBTAINED OR INTENDED TO BE USED TO PERFORM A SERVICE. "HAZARDOUS MATERIALS" MEANS ANY ITEM WHICH MAY BE CLASSIFIED UNDER EITHER FEDERAL OR STATE LAW AS HAZARDOUS. THE STATEMENT MUST DESCRIBE THE "HAZARDOUS MATERIAL" IN SUFFICIENT DETAIL TO ALLOW CUSTOMER TO PROPERLY HANDLE AND DISPOSE OF THE ITEM. SELLER WILL NOTIFY CUSTOMER OF ANY PRODUCTS SOLD WHICH FAIL TO COMPLY WITH AN APPLICABLE SAFETY COMMISSION OR THE ENVIRONMENTAL PROTECTION AGENCY.

16.  COMPLIANCE WITH LAWS:   SELLER WARRANTS THAT THE ITEMS FURNISHED OR THE SERVICES PROVIDED SHALL BE IN STRICT CONFORMITY WITH ALL APPLICATE LOCAL, STATE AND FEDERAL STATUTES INCLUDING, BUT NOT LIMITED TO THE STANDARDS PROMULGATED BY THE OCCUPATIONAL SAFETY AND HEALTH ACT. EXECUTIVE ORDER 11246, AS AMENDED, SECTION 503 OF THE VOCATIONAL REHABILITATION ACT OF 1973, AS AMENDED, THE VIETNAM ERA VETERANS READJUSTMENT ASSISTANCE ACT OF 1974, THE IMMIGRATION REFORM AND CONTROL ACT OF 1986, THE CIVIL RIGHTS ACTS OF 1964 AND 1991, THE AMERICANS WITH DISABILITIES ACT, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AND ALL RULES AND REGULATIONS RELATIVE TO THESE ACTS AND OTHER APPLICABLE EQUAL EMPLOYMENT OPPORTUNITY LAWS, RULES, AND REGULATIONS ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE. SELLER SHALL HOLD CUSTOMER HARMLESS FROM ALL LIABILITY RESULTING FROM FAILURE OF SUCH COMPLIANCE.

17.  CANCELLATION/TERMINATION: CUSTOMER MAY, AT ANY TIME, TERMINATE THIS ORDER IN WHOLE OR IN PART, FOR ITS SOLE CONVENIENCE UPON WRITTEN NOTICE TO SELLER. CUSTOMER MAY CANCEL OR REFUSE TO ACCEPT OR MAY RETURN AT SELLER'S EXPENSE ANY GOODS IF SELLER FAILS TO DELIVER THE GOODS WITHIN THE DELIVERY TIME SPECIFIED. IN WHICH EVENT CUSTOMER SHALL HAVE NO LIABILITY TO THE SELLER AS A RESULT OF SUCH TERMINATION. CUSTOMER MAY TERMINATE WORK UNDER THIS ORDER IF SELLER DOES NOT BEGIN WORK OR FAILS TO COMPLETE ANY OR PART OF THE SERVICES AS SCHEDULED. CUSTOMER SHALL PROVIDE WRITTEN NOTICE OF TERMINATION WHEREUPON SELLER WILL STOP WORK ON THE DATE SPECIFIED. CUSTOMER WILL PAY SELLER THE ORDER PRICE FOR FINISHED WORK ACCEPTED BY CUSTOMER AND THE ACTUAL INCURRED COST TO SELLER FOR WORK IN PROGRESS. THESE PAYMENTS SHALL NOT EXCEED THE AGGREGATE PRICE SPECIFIED IN THE ORDER. IN THE EVENT OF TERMINATION FOR CAUSE CUSTOMER MAY PURCHASE OR OTHERWISE ACQUIRE GOODS OR SERVICES ELSEWHERE ON SUCH TERMS AND IN SUCH MANNER AS CUSTOMER MAY DEEM APPROPRIATE AND SELLER SHALL BE LIABLE TO CUSTOMER FOR ANY EXCESS COST OR OTHER EXPENSES INCURRED BY CUSTOMER.

18.  RISK OF LOSS: REGARDLESS OF WHICH PARTY DESIGNATES THE SHIPPER OR SHIPPERS TO BE USED OR THE DESTINATION OF DELIVERY FOR THE GOODS AND SERVICES PROVIDED HEREUNDER. THE PARTIES AGREE THAT THE RISK OF LOSS FOR THE GOODS SHALL NOT PASS TO THE CUSTOMER UNTIL THE SAME HAVE BEEN DELIVERED TO AND ACCEPTED BY CUSTOMER.

19.  ASSIGNMENT: NO ASSIGNMENT OF SELLER'S OBLIGATION TO PERFORM UNDER THE ORDER MAY BE MADE WITHOUT THE PRIOR WRITTEN CONSENT OF CUSTOMER. THE ORDER MAY BE CANCELED BY CUSTOMER WITHOUT ANY LIABILITY WHATSOEVER IF UNAUTHORIZED ASSIGNMENT IS MADE.

20.  MISCELLANEOUS:  THE CONSTRUCTION INTERPRETATION AND PERFORMANCE OF THIS ORDER SHALL NOT BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE IN WHICH THE GOODS WILL BE ACCEPTED OR THE SERVICES PERFORMED. WAIVER OF ANY PROVISION HEREOF SHALL BE CONSTRUED AS A WAIVER BY CUSTOMER OF ITS RIGHT TO INSIST UPON COMPLIANCE IN THE FUTURE. THIS ORDER EMBODIES THE ENTIRE AGREEMENT OF THE PARTIES, AND NO OTHER UNDERSTANDINGS OR AGREEMENTS, VERBAL OR OTHERWISE, IN RELATION EXIST BETWEEN THE PARTIES. THE PARAGRAPH HEADINGS IN THIS ORDER ARE FOR THE CONVENIENCE OF THE PARTIES AND SHALL NOT AFFECT THE CONSTRUCTION OF THE PROVISIONS HEREOF.

EXHIBIT C

EFT INFORMATION



New Change

		EFT Authorization

Payee Information

Payee Name:	___________________		Please Return to:	Verizon – Accounts Payable Attn: EFT Payments Mailcode: TXD01307 San Angelo, TX 76904 (325) 949-6912 fax (325) 944-6143 Press 1, Option 8
Address:	___________________
	___________________
	___________________
Remittance Method will be by: EDI ANSI 820 sent to Vendor's bank with payment and email notification.


EFT Contact Name:	___________________		Please Return to:	If the EFT settlement date is a non -banking day, the settlement date will be extended to the next banking day.
EFT Contact Name:	___________________
	___________________
	___________________

EFT Contact Number:__________________
Email#: ________________________
Tax ID#: ________________________


Financial Institution Information

Bank Name:	___________________		Bank Routing Number (ABA):	___________________
Bank Address::	___________________		Payee's Bank Account Number	___________________
	___________________
	___________________

Bank Contact Name: ________________________
Bank Contact Number: ________________________


Payee’s Financial Institution should be consulted since EFT transmission formats are influenced by the Payee bank’s capability to receive electronic payments. The Payee is responsible for notifying Verizon Accounts Payable of account changes. The above EFT payment instructions are authorized, and the terms and condition stated in this agreement are accepted by:

______________________________________ ____________________
Signature Date
______________________________________ ____________________
Printed Name Company Title

ELECTRONIC COMMERCETRADING AGREEMENT

EXHIBIT A

EXHIBIT B

PURCHASE ORDER TERMS AND CONDITIONS

EXHIBIT C

EFT INFORMATION

ELECTRONIC COMMERCE
TRADING AGREEMENT