Article 1.SCOPE OF APPLICATION

1. These Terms and Conditions of Purchase (“Terms”) apply to all purchases of goods and services (the “Goods/Services”) made by Ceva U.S. Holdings, Inc., Ceva Animal Health, LLC, or Biomune Company (collectively “Ceva”) from a vendor (each a “Vendor”).
2. Except as otherwise agreed in writing by Ceva, Ceva’s purchase of Goods/Services from Vendor is EXPRESSLY LIMITED TO AND CONDITIONED UPON VENDOR’S ACCEPTANCE OF THESE TERMS. CEVA HEREBY OBJECTS TO AND REJECTS ANY TERMS OR CONDITIONS THAT ARE ADDITIONAL TO OR DIFFER FROM THESE TERMS. Vendor’s acceptance or fulfillment of Ceva’s purchase order for Goods/Services constitutes Vendor’s full acceptance of these Terms. These Terms set forth Ceva’s and Vendor’s entire agreement related to the purchase and sale of the Goods/Services and shall prevail over any additional or conflicting clauses or conditions included in any order acceptance, invoice or other document.
3. Ceva may modify these Terms from time to time with or without notice to Vendor. The Terms in effect on the order date apply to the purchase of Goods/Services subject to such order. Any future order that Ceva submits will be governed by Ceva’s terms and conditions of purchase in effect on the order date for such future order, irrespective of any course of dealing between or expectation of the parties.

Article 2. ORDERS

Ceva shall be free to modify or cancel any order for Goods/Services prior to Vendor’s delivery of same to Ceva, provided Ceva provides Vendor written notice of such modification or cancellation within 10 business days following Vendor’s written acceptance of Ceva’s purchase order.

Article 3. PRICE

Unless Ceva agrees otherwise in writing, Goods/Services prices shall be invoiced in accordance with the Goods/Services price identified on Ceva’s purchase order plus applicable sales or value added taxes.

Article 4. PAYMENT TERMS

1. Subject to Article 4.2, Vendor may invoice Ceva for Goods/Services upon shipment/completion in full of the Goods/Services. Invoices may be delivered by mail or electronically. Payment for Goods/Services shall be made by Ceva via SWIFT or ACH transfer within sixty (60) days following Ceva’s receipt of invoice. Ceva shall be eligible to receive any discount offered by Vendor to any of its customers for early payment to which Ceva may qualify based upon actual timing of its payment for the Goods/Services.
2. Penalties for late payment shall not exceed a rate of one percent (1.0%) (or, if lower, the maximum rate allowed by law) accrued monthly.

Article 5. DELIVERY – TRANSFER OF RISKS

1. Except in case of apparent non-conformity of goods included in the Goods/Services at time of receipt, Ceva shall take possession of such goods upon arrival at the agreed place of destination specified in the order.
2. Unless Ceva otherwise agrees in writing, goods included in the Goods/Services shall be delivered CIP (place of destination specified in the order), as defined in the Incoterms® 2020 – ICC. Delivery point shall be the first means of transport on route to destination.

Unless Ceva otherwise agrees in writing, all Goods shall be deemed works made for hire and be the sole and exclusive property of Ceva.  This Agreement shall be deemed a transfer to Ceva of all ownership rights, including, without limitation,

1. copyright of any copyrightable subject matter, held by Vendor in the Goods.  Vendor shall not at any time following delivery of the Goods to Ceva be entitled to or claim any right, title or interest in the Goods, nor be entitled to any commission, fee or other compensation in respect of such Goods.

Article 6. WARRANTY

1. Vendor warrants those goods included in the Goods/Services, shall be free from defect at the time of delivery, fit for their intended purpose and merchantable.
2. Upon Ceva’s written request, Vendor shall replace any goods that fail to comply with the warranty set forth in Article 6.1, or alternatively shall refund all amounts paid by Ceva to Vendor for such goods.

Article 7. INSURANCE

Vendor shall, at its cost and expense, obtain and maintain insurance adequate to cover its potential liability in relation to the Goods/Services, including, without limitation, all obligations to Ceva set forth in these Terms.

Article 8. ETHICS AND COMPLIANCE PRINCIPLES

Vendor shall at all times abide by the Ceva Group Business Ethics & Principles For Business Partners policy found at www.ceva.com/en/Who-are-we/Ethics-and-Compliance. Vendor’s failure to comply with such policy may result in cancellation of any pending orders and/or termination of Vendor as a Ceva business partner.

Article 9. APPLICABLE LAW AND JURISDICTION

1. These Terms shall be construed, interpreted and enforced in accordance with the laws of the state of Kansas, United States of America. The prevailing party in any suit or action shall be awarded its reasonable attorneys’ fees and litigation expenses, in addition to all costs allowable by law. The application of the U.N. Convention on Contracts for the International Sale of Goods (1980) is excluded.
2. If any provision of these Terms is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be severed from all other provisions, and the remaining provisions, shall remain in full force and effect, unless the parties would not have concluded a contract without the affected provision.