Purchase Order Terms And Conditions

CHANNELADVISOR PURCHASE ORDER TERMS AND CONDITIONS These ChannelAdvisor Corporation Purchase Order Terms and Conditions (“Terms and Conditions”), together with the purchase order to which they are attached (the “Purchase Order”), govern the duties, obligations and relationship between the supplier identified on the face of the Purchase Order (“Vendor”) and the ChannelAdvisor entity identified on the face of the Purchase Order (“ChannelAdvisor”) with respect to the sale by Vendor and the purchase by ChannelAdvisor of the goods and/or services described in the Purchase Order (the “Goods” and/or “Services,” as applicable). The term “Purchase Order” includes any supplements furnished by ChannelAdvisor and all specifications and other documents referred to in the Purchase Order by ChannelAdvisor

Together, these Terms and Conditions and the Purchase Order are the “Contract” between ChannelAdvisor and Vendor. The Contract constitutes the complete and exclusive statement of the agreement between the parties with respect to the sale by Vendor and the purchase by ChannelAdvisor of the Goods and/or Services and supersedes any prior agreements, understandings, proposals or other communications, whether oral or written. No addition or modification to the Contract will be enforceable unless otherwise agreed to in a writing signed by both parties. No terms or conditions appearing in Vendor’s invoices or any other document furnished by or on behalf of Vendor that are different from, additional to or in conflict with the Contract will be binding on ChannelAdvisor, and any such terms or conditions are hereby rejected by ChannelAdvisor and waived by Vendor. ChannelAdvisor’s order of all Goods and/or Services from Vendor are subject to the provisions of the Contract. In the event of any conflict between or among the provisions of one or more of these Terms and Conditions, the Purchase Order and/or any other documents or agreements between Vendor and ChannelAdvisor, the Terms and Conditions shall control.

1. Vendor’s Acceptance. Vendor agrees to be bound by and to comply with all the terms and conditions of the Contract. Vendor’s written acceptance of ChannelAdvisor’s Purchase Order, performance of the Services, or shipment of the Goods called for by the Purchase Order, whichever occurs first, shall be deemed acceptance of the Contract. ChannelAdvisor’s Purchase Order does not constitute an acceptance by ChannelAdvisor of any offer to sell, quotation or proposal from Vendor. Reference in the Purchase Order to any offer to sell, quotation, or proposal shall in no way constitute a modification of any of the terms and conditions of the Contract or ChannelAdvisor’s agreement to any of the terms and conditions of Vendor’s offer to sell, quotation, or proposal (including any documents referred to therein) unless the modification or agreement is clearly and unequivocally intended by ChannelAdvisor and expressed in the Purchase Order.

2. Performance of Services and Delivery of Goods or Other Deliverables. Unless otherwise stated in the Purchase Order, time is of the essence in Vendor’s performance. Performance of Services and deliveries of Goods and other deliverables shall be made in the quantities and at the time or times specified in the Purchase Order. If the Purchase Order is identified as a blanket Purchase Order or if no time for performance or delivery is specified, the time for performance or delivery shall be at the times and in the amount requested by ChannelAdvisor. In the event the Contract is terminated in whole or in part for any reason, ChannelAdvisor shall have no obligation to pay Vendor for unperformed Services or undelivered or properly rejected Goods and other deliverables. In addition to ChannelAdvisor’s other remedies (including without limitation the right to recover its costs and expenses, including without limitation reasonable attorney’s fees and costs of collection, incurred in filing and prosecuting any legal proceedings based upon a cause of action arising out of the Contract), and without further liability, ChannelAdvisor reserves the right: (a) if any performance or delivery is made before the time or times specified in the Purchase Order, in excess of quantities ordered or to a ChannelAdvisor location other than the delivery location specified in the Purchase Order: (i) to refuse performance or delivery and to return Goods or other deliverables at Vendor’s risk and expense, including without limitation any warehouse or other storage costs and extra handling costs incurred; or (ii) to accept performance or delivery, charge the Vendor for any warehouse or other storage costs and extra handling costs incurred, and determine payment due dates based on the originally scheduled performance or delivery date; and (b) if any performance or delivery is not made by the time or times and/or in the quantities specified, to take either or both of the following actions and charge Vendor with any resultant loss, including without limitation consequential or incidental damages, unless delayed performance or delivery has been authorized in writing by ChannelAdvisor: (i) to terminate the Contract in whole or in part without liability by notice effective when received by Vendor and to purchase Services, Goods or other deliverables elsewhere; or (ii) to direct Vendor to make expedited performance of Services or delivery of delayed or omitted Goods or other deliverables and to pay any incremental cost for expedited performance or delivery. Vendor shall not, however, be liable for delays or defaults in deliveries due to causes beyond its reasonable control and without its fault or negligence. At any time Vendor has reason to believe that deliveries of Goods or other deliverables or performance of Services will not be made as scheduled for any reason, it shall immediately give ChannelAdvisor verbal notice setting forth the causes of the anticipated delay and its expectation as to when delivery or performance will be made. Such verbal notice shall be confirmed within seven (7) days by written notice from Vendor. If ChannelAdvisor accepts delivery of Goods or other deliverables that fall short of the quantities set forth on the shipping documents, ChannelAdvisor will adjust the quantities and extended price on the related invoice to reflect the quantities actually received. ChannelAdvisor’s acceptance of Services, Goods or other deliverables is subject to any terms and conditions for acceptance in the Purchase Order.

3. Shipping; Risk of Loss. No charges for unauthorized transportation will be allowed. Any unauthorized shipment that will result in excess transportation charges must be fully prepaid by Vendor. All items ordered shall be suitably packed and marked for shipping. ChannelAdvisor shall not be charged for any packaging, marking or boxing not separately itemized in the Purchase Order. Vendor shall be liable to ChannelAdvisor for any loss or damage resulting from Vendor’s failure to provide adequate protection during shipment. Unless a different shipping term is stated in the Purchase Order, Vendor shall deliver the Goods or other deliverables FOB the delivery point specified in the Purchase Order if the shipment is totally within the United States, or DAP (lncoterms 2010) the delivery point specified in the Purchase Order in all other cases. Title to and risk of loss shall remain with Vendor until the Goods or other deliverables are delivered to the FOB delivery point or DAP delivery point, as applicable, and an authorized representative of ChannelAdvisor has acknowledged receipt of the Goods or other deliverables in writing. ChannelAdvisor’s acknowledgement of receipt shall not constitute acceptance of the Goods or other deliverables.

4. Shipping Documents. The Purchase Order number must appear on all shipping documents, invoices, quality certificates, if any, and packing slips. All shipments shall include a packing slip on the master carton. The packing slip shall include the following information: (a) Purchase Order number; and (b) name of ChannelAdvisor representative requesting the Goods or other deliverables. The shipping label shall state the Purchase Order number and the name of the ChannelAdvisor representative requesting the Goods or other deliverables.

5. Vendor’s Representations and Warranties. Vendor expressly warrants to ChannelAdvisor, ChannelAdvisor’s affiliates, ChannelAdvisor’s customers and to the ultimate end user that: (a) the Goods (including Goods sold to ChannelAdvisor but manufactured by others) and other deliverables, as well as all material, packaging and work covered by the Contract will: (i) conform to the drawings, specifications, samples or other descriptions furnished or adopted by ChannelAdvisor; (ii) conform to all representations of and specifications provided by Vendor, including without limitation all information provided in the product qualification process; (iii) meet or exceed the quality standards furnished or adopted by ChannelAdvisor; (iv) be merchantable and free from defects in material and workmanship; (v) be authentic and new; and (vi) conform to such other requirements communicated by ChannelAdvisor to Vendor in writing; (b) the Services will be performed in a timely, reasonable and workmanlike manner by skilled personnel and in accordance with generally accepted industry standards and Vendor shall, at its own expense, obtain all necessary licenses and permits pertaining to the Services; (c) the performance of the Services and the sale and/or use, alone or in combination, of the Goods or other deliverables do not and will not infringe or violate any U.S. or foreign letters patent, any right in or to any patented invention or idea, or any trademark or copyright and have not been the subject of an allegation of infringement of a third party’s intellectual property rights; (d) the performance of the Services and the production, storage, packaging, labeling, listing, pricing, delivery and sale of Goods or other deliverables hereunder are in compliance with all foreign, U.S., state and local laws, rules and regulations, and all international and national standards applicable thereto; and (e) Vendor is conveying good title to the Goods or other deliverables, free and clear of any liens or encumbrances. Vendor acknowledges that it has knowledge of ChannelAdvisor’s intended use of the Goods and warrants that all Goods have been manufactured by Vendor based on ChannelAdvisor’s intended use and shall be fit and sufficient for the particular purposes intended by ChannelAdvisor. Any Goods or Service provided by Vendor that are not in accordance with the foregoing representations and warranties shall be deemed to be defective and may be rejected by ChannelAdvisor. ChannelAdvisor’s approval of Vendor’s specifications and/or ChannelAdvisor’s inspection, test, acceptance, payment for, or use of Services, Goods or other deliverables furnished hereunder shall not shall not relieve Vendor of any of its warranty obligations.

6. Defective or Non-Conforming Goods or Services. If any Goods or other deliverables are defective, unsuitable or do not conform to all specifications, the terms and conditions of the Contract and/or all warranties implied by law, ChannelAdvisor may at its option return any or all such Goods or other deliverables to Vendor for replacement with conforming Goods or other deliverables, as applicable, or a full credit or refund of the purchase price paid by ChannelAdvisor for the returned items or repair the returned items at Vendor’s expense. In addition, ChannelAdvisor may charge Vendor for the cost of any incurred inbound and outbound freight. If modifications are required by ChannelAdvisor to meet specifications, Vendor shall pay all costs of such modifications.

7. Quality Assurance; Vendor Corrective Action Request. Vendor shall maintain a quality assurance system which is adequate to detect and prevent shipment of nonconforming Goods or other deliverables, including verification of the effectiveness of the quality assurance system of any subcontractor or vendor used by Vendor in connection with the manufacture or production of the Goods or other deliverables. ChannelAdvisor shall have the right to review Vendor’s quality assurance system and, with prior notice and at reasonable times, to conduct an onsite inspection of the factory(ies) where the Goods or other deliverables are manufactured or produced. Goods and Services purchased under the Contract shall meet the product quality, reliability and safety criteria as specified by ChannelAdvisor in the Purchase Order. Vendor shall provide to ChannelAdvisor Material Safety Data Sheets upon delivery of the Goods for any Goods or other deliverables designated by industry, state, national or federal agencies or applicable laws as hazardous material or as otherwise reasonably requested by ChannelAdvisor. Vendor shall provide any technical and/or testing reports as may be requested by ChannelAdvisor regarding product quality, safety and reliability. In the event of any recall affecting the Goods, Vendor shall indemnify ChannelAdvisor and ChannelAdvisor’s affiliates in accordance with Section 19 below.

8. Prices; Price Warranty; Expenses. Vendor agrees that the prices stated in the Purchase Order are complete, and no additional charges of any type shall be due and payable by ChannelAdvisor unless and except to the extent ChannelAdvisor expressly assumes responsibility for such additional charges in the Purchase Order. Such additional charges include without limitation shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing and crating. Vendor warrants that the prices for Goods or Services sold to ChannelAdvisor hereunder are no less favorable than those currently extended by Vendor to any other customer for the same or similar Goods or Services in similar quantities or under similar terms and conditions. If Vendor reduces its price for such items before Vendor completes performance of the Contract, Vendor agrees to reduce the prices under the Contract correspondingly. If price is not stated on the Purchase Order, the Goods or Services shall be billed at the price last quoted, or the market price, whichever is lower. If the Purchase Order states that ChannelAdvisor will reimburse Vendor for expenses in connection with the Services, ChannelAdvisor agrees to reimburse Vendor for reasonable out-of-pocket expenses actually incurred by Vendor in providing the Services, so long as ChannelAdvisor approves the expenses in advance and the expenses are supported by reasonable documentation.

9. Payment Terms; Invoices; Deduction and Set Off. Unless otherwise set forth in the Purchase Order, payment shall be net sixty (60) days from ChannelAdvisor’s receipt of a complete and undisputed invoice. Invoices are paid less any cash discount indicated in the Purchase Order. Taxes, if any, must be separately itemized. An invoice must be submitted to Accounts Payable (AP@channeladvisor.com) within 30 days of the final completion of delivery or furnishing of Goods or Services. Failure to do so may result in non-payment. Any sums payable to Vendor shall be subject to all claims and defenses of ChannelAdvisor, whether arising from this or any other transaction, and ChannelAdvisor may set off and deduct against such sums all present and future indebtedness of Vendor to ChannelAdvisor. ChannelAdvisor shall provide a copy of the deduction voucher(s) for debits taken by ChannelAdvisor against Vendor’s account as a result of any returns or adjustments. Vendor shall be deemed to have accepted each such deduction unless Vendor, within thirty (30) days following receipt of the deduction voucher, notifies ChannelAdvisor in writing as to why a deduction should not be made and provides documentation of the reason(s) given.

10. Changes By ChannelAdvisor. ChannelAdvisor shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery, method of transportation and/or quantity upon issuance of a change notice. If any such changes cause an increase or decrease in the cost or the time required for the performance, the parties shall make an equitable adjustment and modify the Contract in writing accordingly. Vendor shall be required to accept any commercially reasonable change provided for in this paragraph.

11. Changes By Vendor. Vendor shall not make any distinguishable change to the design, specifications, materials, manufacturing process and/or manufacturing location of the Goods or other deliverables delivered to ChannelAdvisor or the location for the performance of Services without ChannelAdvisor’s prior written approval. Changes requiring ChannelAdvisor’s prior approval in accordance with this paragraph shall include, but not be limited to: (a) a change in safety standards; (b) a change in design, specifications or materials that affects the form, fit, function, safety and/or reliability of the Goods or other deliverables; (c) a material change in inspection methods; (d) a change in the manufacturing or performance location; (e) a change in the source of a raw material; and (f) any change that may affect the quality of the Services, Goods or other deliverables.

12. ChannelAdvisor’s Right to Cancel. Unless expressly agreed otherwise in writing by ChannelAdvisor, ChannelAdvisor may terminate all or part of the Contract at any time for its convenience, without cause and without further liability with respect to Goods not yet shipped or Services not yet rendered, by providing written notice to Vendor. Notwithstanding any agreed upon non-cancellation provision, in the event of any default by Vendor or if Vendor fails to comply with any terms or conditions set forth in the Contract, ChannelAdvisor may terminate all or part of the Contract for cause, without further liability with respect to Goods not yet shipped or Services not yet rendered, and without regard to such noncancellation provision, by providing written notice to Vendor. In the event of cancellation, Vendor shall promptly refund to ChannelAdvisor any amounts previously paid with respect to such cancelled Goods or Services less the amount of any applicable cancellation charge.

13. Confidentiality. Vendor shall consider all specifications, plans, instructions, samples or other information furnished by ChannelAdvisor, or prepared by Vendor specifically for ChannelAdvisor in connection with the Contract to be confidential and shall not: (a) disclose any such information to any other persons; (b) use such information itself for any purpose other than performing the Contract; or (c) export or permit the export or re-export of any technical data received under the Contract except in compliance with the Export Administration Act (22 USC § 2778). Without ChannelAdvisor’s prior written permission, which may be withheld in its sole discretion, Vendor shall not advertise or publish the fact that ChannelAdvisor has contracted to purchase Goods or Services from Vendor, disclose information relating to the Contract, or use the name or marks of ChannelAdvisor, or any of its affiliates or customers, in advertising or other publication. Unless otherwise expressly agreed in writing by ChannelAdvisor, no commercial, financial or technical information disclosed in any manner or at any time by Vendor to ChannelAdvisor or its agents or representatives shall be deemed secret or confidential, and Vendor shall have no rights against ChannelAdvisor with respect to such information except such rights as may exist under patent or copyright laws. This paragraph is in addition to, and not in lieu of, any other confidentiality or similar agreements between the parties relating to the subject matter of this Contract, which agreements are incorporated by reference as if fully set forth in the Contract. All confidentiality obligations survive the term of the Contract for three (3) years. The parties agree that breach of this confidentiality obligation will cause irreparable damage that cannot be fully remedied through the payment of monetary damages and that the injured party has the right to obtain injunctive relief for any such breach or threatened breach, in addition to any other remedies available at law or in equity.

14. Intellectual Property. Vendor warrants that the Services, Goods, and any other deliverables, including any use thereof, are free of any allegations, claims, demands, suits, actions, or other proceedings (collectively, “Claims”) of patent, trademark or other intellectual property right infringement, and agrees to indemnify, defend and hold harmless ChannelAdvisor and each of its affiliates, directors, officers, employees, permitted assigns and agents, and any other third party to whom ChannelAdvisor may owe a similar obligation by contract, lease agreement or by operation of law (each an “Indemnified Person”), from and against all obligations, actions, suits, claims, demands, settlements, judgments, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees), of whatever type or nature incurred by ChannelAdvisor or any other Indemnified Person by reason of a third party claim or assertion brought against ChannelAdvisor or any other Indemnified Person arising out of or related to any Claim of infringement. Upon request by ChannelAdvisor, Vendor shall, at Vendor’s sole expense, take over the defense of any such Claim or related litigation against ChannelAdvisor or any other Indemnified Person; provided, however, that ChannelAdvisor and any other Indemnified Person may retain its own counsel and participate in any such litigation for further protection of ChannelAdvisor’s or such other Indemnified Person’s interests. In addition to the indemnification obligations outlined in this Section, in the event that it is determined that the Services or Goods infringe the patent, trademark or other intellectual property rights of a third party, Vendor shall, at its sole discretion and own cost and expense, either: (a) procure the right for ChannelAdvisor to continue to license the Services or Goods; (b) modify the Services or Goods in such a way that the use thereof does not infringe on the rights of third parties; or (c) terminate this Contract by advance written notice to ChannelAdvisor and promptly refund any fees paid in advance for the license to use the Services or Goods.

15. Inventions and Works of Authorship. ChannelAdvisor will be the owner of, and Vendor agrees to assign and does hereby assign to ChannelAdvisor all rights Vendor may have in, any inventions conceived, reduced to practice or otherwise made by Vendor, and any works of authorship created by Vendor, whether alone or jointly with others, and whether considered to be “works made for hire” or not, in the course of performing Services for ChannelAdvisor under the Contract. Vendor agrees upon request to execute such documents as may be reasonably requested by ChannelAdvisor to confirm such ownership.

16. Record Retention. Vendor agrees to retain and make available to ChannelAdvisor promptly upon request copies of certifications, test data and reports, inspection records and other pertinent data requirements for a minimum period of three (3) years after performance of Services or shipment of the Goods or other deliverables to ChannelAdvisor, or as otherwise specified on the Purchase Order when unique record retention requirements are imposed.

17. Software License Grant. Unless otherwise agreed in writing by the parties, ChannelAdvisor shall have a non-exclusive, irrevocable license to reproduce, create derivative works of, and use for internal purposes only in connection with ChannelAdvisor’s and its affiliates’ business and operations, any software furnished to ChannelAdvisor by Vendor under the Contract in connection with the purchase of Goods or provision of Services, and ChannelAdvisor shall be permitted to assign or transfer any software and license rights in connection with the assignment or transfer of the Goods or Services for which the software was supplied.

18. Extension of Terms and Conditions to ChannelAdvisor’s Affiliates, Vendors and Subcontractors. By accepting the Purchase Order, Vendor agrees upon request to offer to sell and to sell the Goods or Services that are the subject of this Contract to any ChannelAdvisor affiliates, suppliers or subcontractors identified by ChannelAdvisor on the same terms and conditions set forth in the Contract.

19. Indemnification. Vendor will indemnify, defend and hold harmless all Indemnified Persons, from and against any and all Claims and illnesses or injuries to persons (including death) or damage to or loss of property, allegedly arising out of or in any manner resulting from or connected with the following: (a) the Services, Goods, other deliverables, or the design, manufacture, sale, purchase, consumption or use thereof (except to the extent directly resulting from ChannelAdvisor’s specifications, materials, gross negligence or willful misconduct); (b) the acts or omissions of Vendor’s officers, employees, subcontractors or agents; or (c) defaults, breaches or misrepresentations by or on behalf of Vendor. This paragraph is in addition to, and not in lieu of, any other indemnification agreements between the parties relating to the subject matter of this Contract, which agreements are incorporated by reference as if fully set forth in this Contract.

20. Independent Contractor; No Authority to Bind; Insurance. Vendor agrees that all Services performed under the Contract shall be performed by Vendor as an independent contractor, that the persons performing such work shall not be considered employees of ChannelAdvisor, and that Vendor shall be solely responsible for payment of any wages, benefits, taxes and other employer obligations related to such personnel. Vendor agrees that neither it nor its employees has the authority to legally bind or obligate ChannelAdvisor in any matter. Vendor shall maintain the types and amounts of insurance and satisfy any special insurance requirements established by ChannelAdvisor in its supplier qualification process, and if not so specified by ChannelAdvisor, the Vendor shall maintain all necessary insurance coverages, including commercial general liability, workers’ compensation and employer’s liability insurance, with coverage limits that are appropriate for the nature of its business.

21. Insolvency. If Vendor ceases to conduct its operations in the normal course of business, including being subject to an inability to meet its obligations as they mature, or if any proceeding under federal or national bankruptcy or any state insolvency laws is brought by or against Vendor, or a receiver for Vendor is appointed or applied for, or an assignment for the benefit of creditors is made by Vendor, ChannelAdvisor may terminate the Contract without further liability.

22. No Waiver. Failure by either party to enforce any terms and conditions set forth in the Contract or to exercise any right accruing through the default of the other party shall not affect or impact a party’s rights in case the default continues or in case of any subsequent default and the failure shall not constitute a waiver of other or future defaults.

23. Non-Assignment. Assignment by Vendor of the Contract (by any means, including by operation of law) or any interest the Contract, or any payment due or to become due under the Contract, without the prior written consent of ChannelAdvisor, shall be void. This Section is not intended to require ChannelAdvisor’s consent for Vendor to use independent contractors in activities related to the development, manufacture or shipment of Goods or provision of Services ordered; however, Vendor shall remain solely responsible to ChannelAdvisor for compliance with the terms and conditions of the Contract.

24. Force Majeure. Upon notice to Vendor, ChannelAdvisor may delay delivery or acceptance of Goods or Services ordered hereunder due to causes beyond its reasonable control. Vendor shall hold such Goods or other deliverables at the direction of the ChannelAdvisor and shall deliver them when the cause affecting the delay has been removed. ChannelAdvisor shall be responsible only for Vendor’s direct additional costs in holding the Goods or delaying performance of the Contract at ChannelAdvisor’s request. Causes beyond ChannelAdvisor’s reasonable control include without limitation acts of the public enemy or governmental body in its sovereign or contractual capacity, war, fire, floods, strikes, epidemics, quarantine restrictions, Internet availability, civil unrest or riots, acts of terrorism, transportation delays, freight embargoes or unusually severe weather.

25. Limitation on ChannelAdvisor’s Liability. IN NO EVENT SHALL CHANNELADVISOR BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR INDIRECT DAMAGES, PENALTIES, ANTICIPATED PROFITS OR LIQUIDATED DAMAGES OF ANY KIND OR DESCRIPTION ARISING OUT OF OR RELATING TO THE GOODS OR SERVICES, THE CONTRACT OR THE RELATIONSHIP OF THE PARTIES. CHANNELADVISOR’S LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE CONTRACT OR FROM ITS PERFORMANCE OR BREACH SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE GOODS OR SERVICES THAT GIVE RISE TO THE CLAIM. ANY ACTION RESULTING FROM ANY BREACH OR ALLEGED BREACH ON THE PART OF CHANNELADVISOR UNDER THE CONTRACT MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

26. Governing Law. If ChannelAdvisor Corporation is the ChannelAdvisor entity, the laws of the state of North Carolina shall govern the Contract, including (except as modified in this Contract) the Uniform Commercial Code as adopted in North Carolina, as if it were an agreement solely between residents of such state to be performed entirely within such state. If ChannelAdvisor is any other entity, the laws of the jurisdiction where such ChannelAdvisor entity was organized shall govern the Contract as if it were an agreement solely between residents of such jurisdiction to be performed entirely within the jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract.

27. Work on ChannelAdvisor’s Premises. If the Contract involves provision of Services by Vendor on ChannelAdvisor’s premises, Vendor shall comply with and take all precautions required by any safety and security regulations and internal policies or procedures of ChannelAdvisor to prevent the occurrence of any injury to person or property during the performance of the Services. Vendor also agrees that any employee, subcontractor or agent provided under this Contract to work on ChannelAdvisor’s premises will abide by the employment policies of ChannelAdvisor that address non-harassment and equal employment opportunity. In addition to any other remedies available to ChannelAdvisor, ChannelAdvisor may, without notice or an opportunity to cure, expel from its premises any employee, subcontractor or agent of Vendor who violates any ChannelAdvisor policy. Prior to ChannelAdvisor issuing any identification badges to Vendor’s employees, subcontractors, or agents performing Services on ChannelAdvisor’s premises or having any access to ChannelAdvisor information systems for any period of time, Vendor shall, at its own expense and to the extent not prohibited by law, ensure that each such Vendor employee, subcontractor or agent shall have passed a criminal background check in accordance with ChannelAdvisor’s standards.

28. Miscellaneous. All rights granted to ChannelAdvisor under this Contract are in addition to and not in lieu of ChannelAdvisor’s rights arising by operation of law. If any of the provisions of the Contract is declared by a court of competent jurisdiction to be invalid, the decision shall not affect the validity of any remaining provisions.

Last revised June 2017

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