Verizon Terms and Conditions

1) The supplier must route the shipment per the Verizon Route Guide. To view specific information, use www.edixchange.com/vzn
2) The Verizon PO#, in the address line of the ship to address, must appear on all shipping documentation
3) The supplier must 3rd party bill the freight to Verizon, per their Route Guide
4) Failure of the supplier to follow the Verizon Route Guide will result in Verizon not paying for the freight
5) KGP will not be responsible for the freight charges, should the supplier not follow the Verizon Route Guide
USE 3RD PARTY FREIGHT ACCOUNT NUMBER 5FY193 FOR ALL VERIZON SHIPMENT

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 containedon the front 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 signedby an authorized member of customers 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 orderagrees 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 goods 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 goods not yet shipped or service not yet rendered and to purchase substitute goods or services elsewhere and charge seller with any loss incurred. Seller shall be responsible to assure proper packaging ofgoods to assure delivery of such products in excellent condition. Customer costs due to delays caused by interior packaging shall be at the sellers expense. Delivery of goods or performance of service more than (5) days in advance of the requireddate will not be accepted by customer unless otherwise authorized in writing by customers purchasing department.
5. Invoices: Invoices must be rendered in triplicate to the address specified on the front side. Payment by customer for goods of services performed shall be made within (30) days after the later of receipt of goods, completion of services of thereceipt of invoices, which shall include any special documentation of information requested by customer. Invoices shall be subject to adjustment for failure of seller to meet the requirements of this agreement. All taxes shall be stated separately.Payment of invoices shall not constitute acceptance of goods or services and shall be subject to adjustment to shortages, defects or other failure of seller to meet the requirements of the order. The customer may at any time set off any amount owedby the customer to the seller against any amount owed by seller or any of its affiliated companies to the customer.
6. Remedies: Customers 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 stated in the order or otherwise agreed upon in writing, or weremanufactured or sold to customer in violation of any law, ordinance or regulation of if seller refused to furnish appropriate guarantees to protect customer as permitted by law, customer's remedies shall by cumulative and remedies specified do notexclude remedies allowed by law.
7. Discount for Prompt Payment: Discount payment shall begin on the date of receipt by customer of the goods billed or on the date the invoice is received, whichever is later.
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 freightcharges.
9. Warranty: Whether or not seller is merchant of goods and/or services, seller warrants that all good of services provided by it shall be of good quality and workmanship and free from defects. Further, all goods are merchantable and suitable andsufficient 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 writtenagreement designing such limitation and signed by an authorized representative of customers purchasing department. Seller warrants that it has good title to goods supplied and that they are free of all liens and encumbrances. These warranties arein addition to those implied in fact of in law.
10. Inspection: All goods and services ordered will be subject to final inspection and approval by customer within thirty days of receipt. Goods of services which do not comply with the terms of the order of which contain discernable breaches ofwarranty 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 goods concerned from date of rejection bycustomer.
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 lossby 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 constitute a waiver of any right or remedy.
12. Patents: Seller agrees upon receipt of notifications 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 copyrightinfringement or unfair competition resulting from similarity in design, trademark or appearance of goods or services furnished, and seller further agrees to indemnity customer its agents and customer against all expenses losses royalties profitsand damages. Including court costs, and attorneys fees, including settlement. Customer may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires and the costs of each representationshall be paid by seller. To the extent that the alleged infringement results from strict conformance of goods of services to specifications furnished by customer and not originating with seller. Seller shall have no duty to defend and indemnifycustomer. However, seller shall have the obligation to cooperate in the investigation and defenses and shall not interfere with the customers conduct of the defense 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 unforeseeable 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, epidemic, quarantine restrictions, strikes, freight embargoes, or unusually severe weather
14. Indemnity and Insurance: The seller agrees to indemnity and save harmless customer. Its agents, employees or customers from all losses, claims and suits (including costs and attorneys fees) and without limiting the generally of the foregoingby reason of liability imposed by law upon customer, its agents or its employees arising out of or in consequence of the performance of this purchase order. Including but not limited to damages for personal injuries or the death of the sellersemployees. Its subcontractor's employees, or third persons and on account of damage to property that is due or claimed to be due to the negligence of the seller, its subcontractor, customer, their agents and employees except only such injury ordamage as shall have been occasioned by the sole negligence, misconduct or other fault of customer. Solely at the option of customer, seller may be required before commencement of deliveries or performance of service to deliver a certificate ofinsurance 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.Certificate of insurance hereinabove a specified shall reflect that customer and GTE bell Atlantic Corporations, doing business as Verizon Communications and its subsidiaries and affiliates are additional insured under all general and automobileliability policies and shall contain a clause reading as follows:The insurance provided by these policies will not be materially changed or cancelled 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 agreementwithout any further responsibility to the seller.
15. Hazardous Materials: Seller will provide to customer before shipping of the goods or provisioning of service, a statement describing any 'Hazardous Material' obtained or 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 goods. Seller will immediately notify customer of any good sold which fail to comply with an applicable safetycommission or the Environmental Protection Agency.
16. Compliance with Laws: Seller warrants that the goods furnished of 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 theOccupational 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 of1986. 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, andregulations 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 sellerfails to deliver the good s 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 immediately is seller does not begin work orfails to complete any or part of the 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 sellershall be liable to customer for any excess cost of other expenses incurred by customer
18. Risk of Loss: Regardless of which party designates the shipper or shippers to be used of the destination of delivery for the goods and services provided hereunder. The parties agree that the risk of loss the goods shall not pass to the customeruntil 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 the order shall be governed by and construed on accordance with the domestic laws of the state in which the goods will be accepted or the services performed. Waiver of anyprovision hereof shall not be construed as a waiver by customer of its right to insist upon compliance in the future. The order embodies the entire agreement of the parties and not other understandings or agreements, verbal or otherwise in relationthereto 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.
21. Century Compliance Agreement: Seller unconditionally warrants that any product(s) furnished to customer hereunder, including but not limited to computer software, firmware and/or hardware shall meet all requirements of integration, functionally and operation in a four(4) digit year environment, as specified in the GTE Millennium 2000 Program Criteria for Century Compliance (PA96014T) which is incorporated herein by this reference and a copy of which is available to seller through Verizon Logistics or the Verizon (fka GTE) Year 2000 Program Management Office (y2k PMO)POs to include the request for this information on the packing slip; VERIZON PURCHASE ORDER NUMBER, VERIZON ITEM ID, VERIZON PLANT CODE and VERIZON TECHNICIAN NAME. All direct ship orders must ship complete at the line level unless otherwise communicated

Follow the listed Route Guide to meet all Purchase order due dates and Premium Service
Supplier must include Purchase Order on all shipping papers,invoices, packages and correspondence.
Sales tax should not be invoiced, items are for resale.

The following conditions of Purchase Order apply to all vendor's sales to KGPCo.
Alteration of Terms: Acceptance is limited to the exact terms of this Purchase Order. None of the terms and conditions contained in this purchase order may be modified, added or otherwise altered.
Acknowledgement: Time is the essence on this Purchase Order. Acceptance of this purchase order must be acknowledged within five working days with a valid ship date.
Mark Packages : Each carton or package must be labeled with the "ship to" address and the purchase order number. The Vendor part number and description must appear on the outside of each carton or package.
Material substitutions: No substitutions of material will be permitted without the approval of the individual who signed PO
Packaging : All items must be packaged in such a manner as to be readily reshipped without repackaging.
Packaging Slips: A packing slip indicating KGP Logistics Purchase Order Number AND listing all material shipped must accompany each shipment
Defective Goods: If the material covered by this Purchase Order is not free from defects in material and/or merchandise or to require repair or replacement at vendor's expense

All shipments not meeting the above requirements are subject to return at vendor's expense. Follow the listed Route Guide to meet all Purchase order due dates and Premium Service For a copy of the listed route guide, visit www.kgplogistics.com and click on supplier tab enter your email and your 4 digit vendor number found on your KGPCo purchase order to gain access to the web site. If you have any further questions please call 1-800-776-3963. Please ship material to arrive by due date on order line. Do not ship early unless verbal or written authorization is given by a KGPCo employee. Supplier represents and warrants that products provided under this PO comply with all applicable laws, rules, regulations, codes and/or standards and Supplier shall indemnify defend and hold harmless KGPCo and it's customers from any and all third party claims asserting to the contrary.

Supplier acknowledges and agrees that such customers of KGPCo are intended to be third-party beneficiaries of this warranty and indemnification provision and as such may make a claim or file a cause of action for damages directly caused by Supplier's breach of the stated warranty and/or to enforce the stated indemnity.