DTCC Purchase Order Terms and Conditions
1. Acceptance of Terms and Conditions.
1.1

Unless there is a current signed agreement between the Parties covering the purchase and sale of
the Goods, these DTCC Purchase Order Terms and Conditions (these “Terms and Conditions”)
shall govern all purchases by The Depository Trust & Cleaning Corporation (the “Buyer”) f rom theseller named on the Purchase Order (the “Seller”) (“Party” means each of the Buyer and the Seller,
together the “Parties”) of goods, products and/or materials (collectively, the “Goods”) described in
the purchase order provided by Buyer (“Purchase Order”) and supersede any terms andconditions in any documents provided by Seller. Any offer by the Buyer to purchase the Goodsf rom the Seller is expressly conditioned upon the Seller’s acceptance of these Terms andConditions and the additional terms set forth in the Purchase Order. If the Seller ships or otherwise
provides any of the Goods or otherwise indicates its acceptance of the Purchase Order, the Seller
accepts these Terms and Conditions and the terms of the Purchase Order (collectively, the“Agreement”) without qualification. Except as otherwise agreed to herein, the Agreement shall begoverned by any and all applicable provisions of the Uniform Commercial Code.

1.2

Buyer expressly rejects any additional or different terms or conditions provided or posted by Seller,
at any time and in any manner, in relation to the Goods (including any Seller clickwrap, clickthrough,shrinkwrap, online terms, quotes, invoices, bills of lading or acknowledgment).Without limiting thef oregoing, if any unsigned terms provided or posted by Seller are f ound to be binding upon theParties, in the event of a conflict between these Terms and Conditions and such unsigned terms
provided or posted by Seller, the Parties expressly consent and agree these Terms and Conditions
shall prevail and any such conflicting or inconsistent terms shall not apply.

2. Shipment and Delivery.
2.1

Time is of the essence in delivery of the Goods. Seller shall deliver the Goods in the quantities andon the date(s) specified in the Purchase Order, or as otherwise agreed in writing by the Parties (the"Delivery Date(s)"). If Seller f ails to deliver the Goods in f ull on any Delivery Date, Buyer may
terminate the Agreement immediately, at no cost to Buyer, by providing written notice to Seller.
Seller shall indemnif y Buyer against any losses, claims, damages, and reasonable costs andexpenses directly attributable to Seller's failure to deliver the Goods on such Delivery Date. Buyer
has the right to return any Goods delivered prior to the corresponding Delivery Date at Seller's
expense, and Seller shall redeliver such Goods on the Delivery Date.

2.2

The Seller shall:(a) deliver all Goods to the address specified in the Purchase Order (the "Delivery Point") during
Buyer's normal business hours or as otherwise instructed by Buyer;(b) package, load and ship all goods for shipment according to Buyer's instructions or, if there are
no instructions, in a manner suf ficient to ensure that the Goods reach their destination in goodcondition and are not damaged in transit; and(c) provide Buyer prior written notice if it requires Buyer to return any packaging material, and if so,bear the risk of loss and expense for such packaging material.

2.3

Delivery shall be made Freight on Board Delivery Point. The Seller shall ensure that the Purchase
Order number appears on all shipping documents, shipping labels, invoices, correspondence andany other documents pertaining to the Purchase Order.

2.4

Notwithstanding anything to the contrary, the Seller shall be responsible f or all export and import
clearances and any related duties or tariffs, and the Seller shall be the importer of record for all theGoods ordered by the Buyer.

3. Title and Risk of Loss.
Seller shall bear the risk of loss until the Goods arrive on board with the carrier
DTCC Purchase Order Terms and Conditions [12.30.2022]

Page 1 of 6

at the Delivery Point. Title and risk of loss shall pass to Buyer upon delivery of the Goods at the Delivery
Point. Seller shall always bear the risk of loss for the Goods while Seller is storing the Goods for Buyer,even if Buyer has already paid for the Goods.
4. Inspection and Rejection of Nonconforming Goods.
4.1

Buyer shall have a reasonable time (not less than 30 days) to inspect the Goods on or af ter the
Delivery Date, even if Buyer has already paid for the Goods. Buyer, at its sole option, may inspect
all or a sample of the Goods, and may reject all or any portion of the Goods if it determines theGoods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has theright, effective upon written notice to Seller, to: (a) rescind the Agreement in its entirety; (b) accept
the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of therejected Goods.

4.2

If Buyer requires replacement of any Goods, Seller shall promptly replace the nonconforming or
def ective Goods and bear all expenses associated with replacing such Goods, including, but notlimited to, transportation charges f or the return of the defective goods and the delivery expenses
associated with the replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer
may replace them with goods from a third party and charge Seller the cost thereof, and Seller shall
ref und any amounts paid.

5. Changes.
Seller may not cancel the Purchase Order or make any changes to the quantity or specifications of theGoods, except pursuant to a written change order setting forth in detail any changes (“Change Order”). A
Change Order shall be binding on both parties only if Seller and Customer both sign the Change Orderapproving the changes.
6. Price.
Prices of the Goods shall not exceed the prices in the Purchase Order without the Buyer’s written consent.
Prices include all taxes applicable to the supply of the Goods, and all taxes shall be shown separately on
Seller’s invoice.
7. Payment.
7.1

Seller shall invoice Buyer after delivery of the Goods, and each invoice shall clearly identify (a) the
Purchase Order number, and (b) any applicable tax. If Seller is unable to satisfy theserequirements, Seller shall notify the Buyer Accounts Payable Team at APINVOICES@DTCC.COM.
Seller shall onboard via Buyer’s supplier portal and submit any and all invoices through the Parties’agreed upon method, either via E-Invoicing with Buyer’s procurement tool, or via email to
APINVOICES@DTCC.COM.

7.2

Buyer shall pay Seller the purchase price f or the Goods delivered and accepted within f orty-five(45) days of receiving an itemized invoice, except for any amounts disputed by Buyer in good faith.
Prior to the date on which payment is due on a disputed invoice, Buyer shall deliver a written
statement to Seller (i) listing all disputed items, (ii) providing a reasonably detailed description ofeach disputed item, and (iii) identifying the Purchase Order number of the disputed invoice.

8. Confidentiality.
8.1“Confidential Information” means any confidential or other proprietary information that is received
by or made available to the receiving Party, whether disclosed or accessed orally, in written,
electronic, or other media and whether or not marked ‘Confidential’, which relates to the disclosing
Party’s business or which should be reasonably understood by the receiving Party as theconf idential or proprietary information of the disclosing Party.

8.2

The receiving Party shall: (a) hold the disclosing Party’s Confidential Inf ormation in strict confidence
and take commercially reasonable measures and safeguards to prevent any unauthorized use,
disclosure, access or loss of the Confidential Information of disclosing Party, which measures shall

DTCC Purchase Order Terms and Conditions [12.30.2022]

Page 2 of 6

include at least the same degree of care that receiving Party uses to protect its own information ofa similar nature, but in no event less than a commercially reasonable degree of care, (b) use thedisclosing Party’s Confidential Inf ormation solely f or the specific purpose(s) f or which it wasdisclosed, (c) only release Confidential Inf ormation to the disclosing Party’s employees, officers,
directors, advisors attorneys, agents, and independent contractors (collectively,“Representatives”) who have a legitimate “need to know” such information in order to perform their
obligations hereunder, and (d) advise the Representatives of the obligations of confidentiality underthe Agreement and bind such Representatives to obligations of confidentiality no less stringent thanthose set out in the Agreement.
8.3

This Section does not apply to inf ormation that is: (a) already in possession of the public or
becomes available to the public without any breach of the Agreement; (b) already known by thereceiving Party at the time of disclosure; or (c) acquired independently f rom a third party that, tothe knowledge of the receiving Party, has the right to disseminate such information at the time it isacquired by receiving Party.

8.4

Nothing in the Agreement will prohibit the receiving Party f rom disclosing Confidential Informationof disclosing Party if legally required to do so by judicial, regulatory, governmental order or in a
judicial or governmental proceeding (“Required Disclosure”); provided that the receiving Party
shall: (a) where allowable under law, give the disclosing Party reasonable notice of such Required
Disclosure prior to disclosure; (b) cooperate with the disclosing Party in the event that it elects tocontest such disclosure or seek a protective order with respect thereto; and (c) in any event, only
disclose the exact Conf idential Inf ormation, or portion thereof, specifically requested by theRequired Disclosure.

8.5

Upon the disclosing Party’s request, the receiving Party shall either destroy or return such
Conf idential Information.

9.

Intellectual Property.

Each Party owns or has a license to use its respective patents, copyrights, trademarks, design rights, trade
secrets, know-how and other intellectual property rights created, conceived, reduced to practice ordeveloped by such Party independent of the Agreement (“IP Rights”), and each Party reserves all of its IP
Rights not expressly granted to the other Party under the Agreement. Seller hereby grants to the Buyer aworldwide, irrevocable, non-exclusive, f ully-paid, royalty-free right and license to use any the Seller IP
Rights as reasonably necessary to utilize the Goods substantially as contemplated in the Seller’s
documentation (or the Purchase Order). The Buyer hereby grants the Seller a limited, revocable, nontransf erable, non-sublicensable, non-exclusive, royalty-free right and license to use certain Buyer-provided
Conf idential Inf ormation solely to the extent and for the time period necessary to deliver the Goods. The
Seller shall not modify, enhance or create any derivative works of any Buyer-provided Conf idential
Inf ormation without the Buyer’s prior written consent, and the Buyer shall own (and the Seller hereby
assigns to the Buyer all rights, title and interest in and to) any such modifications, enhancements orderivative works.
10. Relationship of the Parties.
10.1

Seller acknowledges that it is acting as an independent contractor f or all purposes, and that it issolely responsible for its acts and omissions, and the acts and omissions of its Representatives, tocreate an agency or employment relationship between Buyer and Seller or its Representatives.

10.2

Neither Party shall be deemed to be the legal representative of the other. Seller assumes complete
responsibility f or its own employees with regard to f ederal or state employers' liability, workers'
compensation, Social Security, unemployment insurance, and Occupational Safety and HealthAdministration requirements, and shall comply with all other f ederal, state or local laws, ordinances,
regulations and licensing obligations.

11. Representations and Warranties.

DTCC Purchase Order Terms and Conditions [12.30.2022]

Page 3 of 6

11.1

Seller represents and warrants that f or two (2) years af ter acceptance by Buyer: (a) the Goods
contain the functionality and features identified in, and shall otherwise perform in accordance with,all relevant specifications pertaining to the Goods; (b) the Goods shall be merchantable, fit for theirintended purpose and operate as intended; (c) Seller has power and authority to transact thebusiness it transacts and proposes to transact, and to perform the obligations under the Agreement;(d) no claim, lien, or action exists or is threatened against Seller that would interfere with Buyer’s
rights under the Agreement; and (e) the Goods shall not infringe or misappropriate any third party's
patent or other intellectual property rights. Seller also represents and warrants that in perf orming
its obligations and exercising its rights under the Agreement, Seller shall comply with all applicable
laws.

11.2

These warranties survive any delivery, inspection, acceptance or payment of or f or the Goods by
Buyer and are cumulative and in addition to any other warranty provided by law or equity. Any
applicable statute of limitations runs f rom the date of Buyer's discovery of the Goods’
noncompliance with the f oregoing warranties. If Buyer gives Seller notice of noncompliancepursuant to this Section, Seller shall, at its own cost and expense, promptly replace or repair thedef ective or nonconforming Goods and pay for all related expenses, including, but not limited to,transportation charges f or the return of the def ective or nonconforming goods to Seller and thedelivery of repaired or replacement Goods to Buyer.

12. Indemnification.
12.1

The Seller (“Indemnitor”) will defend, indemnify, and hold harmless the Buyer, its subsidiaries andaf f iliates, and each of their officers, directors, employees, agents, and representatives (collectively,“Indemnitees”) f rom and against any and all liabilities, losses, damages, costs and expenses(including reasonable attorneys’ fees) arising from any third party claims, demands, and causes ofaction (each a “Third Party Claim”) to the extent arising out of or related to: (a) any grossly
negligent act, omission, willful misconduct by the Indemnitor, its subcontractors, employees, or
agents in perf ormance under the Agreement; (b) tangible property loss, personal injury, or deathcaused by the Indemnitor, its subcontractors, employees, or agents; (c) any product liability claim
or claim alleging that the Goods are defective; and/or (d) the unauthorized use, misappropriation,or inf ringement of any third party’s intellectual property rights by the Indemnitor.

12.2

The Indemnitor’s indemnification obligations are subject to receiving: (a) prompt written notice of
the Third Party Claim f ollowing the Indemnitee’s receipt thereof (provided, that any f ailure to provide
such notice shall not relieve the Indemnitor of its indemnification obligations except to the extent
the Indemnitor’s defense of the Third Party Claim is materially prejudiced thereby); (b) the exclusive
right to control and direct the investigation, defense and settlement of the Third Party Claim; and(c) all reasonably necessary cooperation of the Indemnitee, at the Indemnitor’s expense. The
Indemnitor may not settle any Third Party Claim without the Indemnitee’s prior written consent if
settlement would require the Indemnitee to admit fault or take or refrain from taking any action, andsuch consent shall not be unreasonably denied. The Indemnitee may participate in a Third Party
Claim with its own counsel at its own expense.

13. Insurance.
Seller shall obtain and maintain all applicable and appropriate insurance to supply the Goods, including
without limitation, business, worker’s compensation, auto, errors and omissions, prof essional andcommercial general and liability insurance in amounts consistent with Seller’s industry practice. Each policy
shall name Buyer as a loss payee or additional insured, as appropriate.
14. Limitation of Liability.
EXCEPT FOR (i) SELLER’S INDEMNIFICATION OBLIGATIONS, (ii) SELLER’S CONFIDENTIALITYOBLIGATIONS, AND (iii) MATTERS INVOLVING SELLER’S GROSS NEGLIGENCE OR WILLFULMISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THE
DTCC Purchase Order Terms and Conditions [12.30.2022]

Page 4 of 6

AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF
THE FORM OF ACTION.
15. Compliance with Law.
Seller shall comply with all applicable laws, regulations and orders, including all anti-bribery, anti-slavery,
data privacy, environmental, health, safety, child welfare, wage and hour, labor and other workplace laws
and regulations in all jurisdictions applicable to the Goods, and shall obtain all necessary permits andapprovals as necessary in connection with its sale of the Goods and perf ormance of the Agreement.
Without limitation, Seller shall comply with U.S. Foreign Corrupt Practices Act, as amended, and allapplicable U.S. export control laws and regulations, including the requirements of the Arms Export Control
Act, 22 U.S.C. 2751- 2794; the International Traffic in Arms Regulation (ITAR), 22 C. F. R. 120 et seq.; theExport Administration Act, 50 U.S.C. app. 2401-2420; and the presence and country of origin of any andall conf lict minerals in the Goods in accordance with the requirements of the Dodd-Frank Act of 2010, andany similar law arising under any other jurisdiction. Upon request, Seller shall provide Buyer with the correct
Export Classification Control Number, Dual Use Number, or any other applicable export codes before
delivering the applicable Goods to Buyer.
16. Assignment.
Seller may not assign its obligations under the Agreement, in whole or in part, or any interest therein without
Buyer’s prior written consent. Any attempted assignment not complying with these provisions shall be nulland void. Subject to this Section 14, the Agreement binds, inures to the benefit of, and is enforceable by,
the successors and assigns of the Parties, and does not confer any rights on any other persons or entities.
17. Survival.
The f ollowing Sections of these Terms and Conditions shall survive termination of the Agreement: 3, 8, 9,
11, 12, 14, 15, 17, 20-27. Provisions of the Agreement which by their nature are intended to survive thetermination or expiration of the Agreement shall also survive.
18. Force Majeure.
Neither Party shall be liable to the other Party for any delay or failure in performing its obligations under the
Agreement to the extent that such delay or failure is caused by an event or circumstance that without such
Party's fault or negligence, and which by its nature could not have been f oreseen by such Party or, if it could
have been f oreseen, was unavoidable ("Force Majeure Event"). Force Majeure Events include: (a) acts of
God or the public enemy, government restrictions, f loods, f ire, earthquakes or other natural disaster; (b)explosion, war, invasion, hostilities, terrorist acts, riots; (c) epidemic or pandemic; or (d) events of a similar
nature. Seller's economic hardship or changes in market conditions are not Force Majeure Events. Seller
shall use all diligent efforts to end the f ailure or delay of its performance, ensure that the ef f ects of any
Force Majeure Event are minimized and resume perf ormance under the Agreement. If a Force Majeure
Event prevents Seller from carrying out its obligations under the Agreement for a continuous period of morethan f if teen (15) business days, Buyer may terminate the Agreement immediately by giving written notice
to Seller, and Seller shall refund any amounts paid to Buyer within f ifteen (15) business days of the effective
date of termination.
19. Audit; Seller Risk Assessments.
Buyer, or its authorized representative, shall have the right to examine, during regular business hours, anyrecords and other materials maintained by Seller that are relative to the Agreement. Seller acknowledges
that Buyer will conduct ongoing Seller risk assessments as part of its right to audit, which will occur no morethan annually. Such Seller risk assessments may include requests f or the completion of Buyer’s custom
questionnaires, or industry questionnaires. Seller shall provide prompt cooperation to provide Buyer’s
requested documentation in connection with any audit or Seller risk assessment.
20. Notices.
All notices between the Parties shall be in writing and delivered (a) by a delivery service with provisions forreceipt, to the physical address listed on the Purchase Order; (b) with a copy by email to
DTCC Purchase Order Terms and Conditions [12.30.2022]

Page 5 of 6

GCOCONTRACTNOTICES@DTCC.COM f or notices going to Buyer; and (c) with a copy to the email
address listed on the Purchase Order for notices going to Seller.
21. Severability.
If any provision of the Agreement is held to be invalid, illegal or unenforceable, the remaining provisions of
the Agreement shall not be impaired. The invalid, illegal or unenf orceable provisions shall be replaced by
a mutually acceptable provision that is valid, legal and enf orceable, and comes closest to the original
intention of the Parties.
22. Publicity.
Seller shall not disclose the existence of the Agreement, disclose Buyer’s purchase or use of the Goods,
or use Buyer’s name or trademarks in any publicity or advertising without Buyer’s prior written consent,
which Buyer may provide and withdraw at any time in its sole discretion.
23. Governing Law; Venue.
The Agreement shall be governed by and interpreted in accordance with the laws of the State of New York.
Each Party irrevocably and unconditionally submits to the jurisdiction of any Federal or State court in theCity of New York. Buyer shall have the right to seek injunctive relief, in addition to any other remedies
available to Buyer under the Agreement, at law or in equity. EACH PARTY WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THE
PURCHASE ORDER.
24. Termination.
Buyer may terminate the Agreement, in whole or in part, at any time by written notice if: (i) Seller breaches
the Agreement and such breach is not cured within thirty (30) days af ter receipt of notice; (ii) Seller becomesinsolvent or makes an assignment for the benefit of creditors, commits an act of bankruptcy or f iles or has
f iled against it a petition in bankruptcy or reorganization proceedings; or (iii) for any reason at any time prior
to delivery of the Goods.
25. Modification.
The Agreement may only be modified in a writing signed by both parties.
26. Waiver.
Any waiver or consent by the Parties of any rights or obligations under these Terms and Conditions must
be in writing and signed by the Party claiming to have waived or consented. Any consent by any Party to,or waiver of , a breach of the other, whether express or implied, shall not constitute a consent to, waiver of,or excuse for any other different or subsequent breach.
27. Agreement.
The Agreement comprises the entire agreement between the Parties, and supersedes all prior orcontemporaneous understandings, agreements, negotiations, representations and warranties, andcommunications, both written and oral.

DTCC Purchase Order Terms and Conditions [12.30.2022]

Page 6 of 6