Biometric Master Purchase and Sales Agreement - NEC Corp of America - AFIS Upgrade for SBPD

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19. DELIVERY, TITLE, AND RISK OF LOSS. The Equipment will be shipped via CPT Destination. NEC will select the carrier for shipment and Customer will bear the shipping costs as specified in Appendix A. Risk of loss shall pass to Customer upon delivery. During the warranty period (as defined in Order -specific Appendix), NEC shall bear the cost of shipping and insurance when the Equipment is shipped for mechanical replacement or remedial maintenance purposes, unless such replacement was due to fault or negligence of NEC. 20. IMPORT EXPORT CONTROLS. Customer hereby acknowledges that the Software and/or Equipment supplied hereunder may be subject to export controls under the laws and regulations of the United States (Ul.S.). Customer shall comply with such laws and regulations and agrees not to export, re- export, or transfer Software and/or Equipment without first obtaining all required U.S. Government authorizations or licenses. NEC and Customer each agree to provide the other such information and assistance as may reasonably be required by the other in connection with securing such authorizations or licenses, and to take timely action to obtaM all required support documents. Customer hereby certifies that the Software and/or Equipment sold or licensed hereunder are sold or licensed to Customer as a final purchaser or licensee that is acquiring such Software and/,or Equipment for its own internal use and not for resale, remarketing, or distribution. Customer further certifies none of the Software or Equipment supplied to Customer hereunder will be exported, re-exported, or otherwise transferred by Customer: • To a U.S. embargoed or highly restricted destination (15 United States Code of Federal Regulations ("'CFR") Part 746) • For use by or for any military end -user, or in any military end -use located in or operating under the authority of any country identified in Country Group DI under 15 CFR, Supplement No. 1 to Part 740 (15 CFR Part 740) • To, or made available by Customer for use by or for, any entity that is engaged iin the design, development, production, stockpile, or use of nuclear, biological, or chemical weapons or missiles (15 CFR Part 744) • To parties on any of the following U.S. Government's lists of denied persons, without first obtaining all required U.S. Government authorizations or (licenses. Denied Parties List: httD!://www.bis.doc.aov/dol/thedeniallis,t,.as Unverified List: hit wbls.,doc. �ovienfoi,cementlun,verifiedlistlutiveri,f"r Entity List, IJ�flwwwacc�ess. �o.ovlb�is/earl �0744�sir. df Specially Designated Nationals List: httD://www.treas.uov/offices/ienforcement/ofac/sdn/tlllsdiii.,odf Debarred List: uttD:Ilwwt,r.,*mddtc.state.00vlcoi,nol�i,a,nceldebar,.htmI Nonproliferation Sanctions: hit pL.11wwwstate._ ov/t/isn/el 5231 htm# q_ Customer's obligation under this clause shall survive the expiration or termination of this Agreement. Customer agrees to maintain a record of exports, re-exports, and transfers of the Equipment for five (5) years and to forward within that time period any required records to NEC or, at NEC's request, to the U.S. Government. Customer agrees to permit audits by NEC or the U.S. Government as required under the applicable regulations to ensure compliance with this Agreement, 21. FORCE MAJEURE. Except for the obligation to pay monies due and owing, neither Party shall be responsible for any failure to perform or delay in performing any of its obligations hereunder where and Biometric Master Purchase and Sales Agreement v1 0062015 Page 7