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Terms & Conditions
The following provisions with their terms and conditions become an integral part of the purchase order and become a supplement to the presently existing terms and conditions of the purchase order. All specifications and standards referenced in this document are the latest issue in effect unless otherwise stated.

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MASTER TERMS AND CONDITIONS OF SALE


All orders placed for products (the “Products”)and services (the “Services”) of Pole/Zero Acquisition, Inc., a Delawarecorporation dba Pole/Zero Corporation (“Pole/Zero”) shall be subject to these MasterTerms and Conditions of Sale and any Schedules attached hereto (collectively, these“Terms”) and the order confirmation from Pole/Zero accepting the order for theProducts and/or Services (the “Order Confirmation”, collectively with theseTerms, the “Contract”) whether or not specifically referred to. If anyprovision in the Order Confirmation is inconsistent with these Terms, theprovision in the Order Confirmation shall govern. No additional or differentterms or conditions or any modifications, changes or amendments to the Contractshall be binding upon Pole/Zero unless specifically agreed to in writing by anauthorized representative of Pole/Zero. Any additional or different termsalready or hereafter proposed by Buyer, whether in a purchase order or othercommunication or otherwise, are hereby rejected and shall not apply. The lackof objection by Pole/Zero to any additional, modifying or deleting provisionscontained in any communications from Buyer shall not be construed either as awaiver of the terms of the Contract or as an acceptance by Pole/ Zero of anydeviation from the terms of the Contract.

 

1.  Orders andPrices:  All priceand delivery quotations made by Pole/Zero are conditioned upon these Terms. Noorder shall be binding upon Pole/Zero until received and accepted by anauthorized representative of Pole/Zero. Any Contract(s) resulting fromacceptance of any order(s) placed with Pole/Zero may only be modified orrescinded by a written document, signed by the duly authorized representativesof both parties. Prices are subject to change without notice, provided thatPole/Zero shall not change the prices of any Products and/or Services subjectto an accepted order. Price quotations, unless otherwise stated, shallautomatically expire 30 calendar days from the date issued and may beterminated at any time upon notice to Buyer. All prices listed in Pole/Zeropublications are intended as a source of general information only and not as anoffer to sell, and all prices contained therein are subject to confirmation byformal quotation by Pole/Zero. Prices do not include transportation charges,insurance costs, export/import duties, licenses or fees, or any tax orgovernmental charge of any nature whatsoever.

2.  Taxes, Feesand Duties:  Any applicabletaxes, fees and duties shall be paid by Buyer, either directly or byreimbursement to Pole/Zero. Any claim for exemption by Buyer shall, ifapplicable, be effective only after receipt of proper exemption forms by Pole/Zero,but in no event after delivery or performance.

3.  Shipmentand Delivery:  Unless otherwise agreed in writingbetween the parties, any Products shall be delivered ex works, Pole/Zero’sfacility (the term “ex works” as used herein shall be interpreted in accordancewith Incoterms 2010). If Products are delivered ex works, Pole/Zero shallprovide written notice to Buyer that the Products are available for shipping atthe delivery point (the “Availability Notice”); Buyer shall take delivery ofthe Products within 7 days of Pole/Zero’s Availability Notice. If for anyreason Buyer fails to accept delivery of any of the Products on the date fixedpursuant to the Availability Notice, or if Pole/Zero is unable to deliver the Productsto the delivery point on such date because Buyer has not provided appropriateinstructions, documents, licenses or authorizations: (i) risk of loss to the Productsshall pass to Buyer; (ii) the Products shall be deemed to have been delivered;and (iii) Pole/Zero, at its option, may store the Products until Buyer picksthem up, whereupon Buyer shall be liable for all related costs and expenses(including, without limitation, storage and insurance).

Title toall Products shall pass to Buyer upon delivery to Buyer at the delivery point. AllProducts shall be packaged and packed for shipment in accordance withappropriate commercial practices. Claims for shortages and other error indelivery must be made in writing to Pole/Zero within 10 days after the carrier designatedby Buyer delivers the Products to the location specified by Buyer to carrier andfailure to give such notice shall constitute unqualified acceptance and awaiver of all such claims by Buyer.

Pole/Zeroreserves the right to make delivery in installments, unless otherwise expresslyagreed to in the Contract; all such installments to be separately invoiced andpaid for when due per invoice, without regard to subsequent deliveries. Delayin delivery of any installment shall not relieve Buyer of Buyer’s obligationsto accept remaining deliveries.

Pole/Zeroshall use reasonable efforts to comply with the delivery date specified herein(if any), but any such date is an estimate only, unless otherwise agreed inwriting by the parties.

4.  Terms ofPayment:  Unlessspecified otherwise by Pole/Zero, all Products and/or Services shall beinvoiced upon delivery to Buyer or upon completion of performance. Payment ofthe amount specified in the invoice shall be due within 30 days from the dateof invoice and shall be subject to interest on the unpaid balance at themaximum rate permitted by law. Buyer shall make all payments hereunder in U.S.dollars. Buyer shall reimburse Pole/Zero for all collection costs, court costs,administration costs, investigation costs, attorneys’ fees and all otherincidental costs, charges or expenses incurred in the collection of past dueamounts or otherwise resulting or arising from any breach by Buyer of theContract. In addition to all other remedies available under the Contract or atlaw (which Pole/Zero does not waive by the exercise of any rights under theContract), Pole/Zero shall be entitled to suspend the delivery of any Productsor provision of any Services, under this or any other Contract between theparties, if Buyer fails to pay any amount when due hereunder and such failurecontinues for 5 days following written notice thereof. Buyer shall not withholdpayment of any amount due and payable by reason of any set-off of any claim ordispute with Pole/Zero, whether relating to Pole/Zero's breach, bankruptcy orotherwise.

5.  Warranty: 

(a)  New Products:  Pole/Zero warrants that new Productsdelivered under the Contract shall be free from material defects in materialsand workmanship and that Services provided under this Contract shall beperformed in a workmanlike manner and according to industry standards, and Pole/Zerowill, at its option, repair, correct or replace any Product and/or Service whichviolates this warranty, provided that Pole/Zero is given written notice of anysuch defect no later than 1 year after delivery or performance by Pole/Zero. Pole/Zeromay, at its option, participate in the defect investigation of the Productand/or Service at the installation site and repair, correct or replace thedefective Product and/or Service at such site or at its designated facility. DefectiveProducts covered by this warranty may be returned to Pole/Zero at Pole/Zero’sexpense if agreed to in advance in writing by Pole/Zero. Repair, correction orreplacement in the manner provided above shall constitute fulfillment of allPole/Zero's obligations under this warranty. This warranty shall not apply toany equipment or parts which have been subjected to accident, misuse or unauthorizedalteration, to normal wear (which includes components with innate limited life)or to defects caused by not complying with Pole/Zero's installation and servicerequirements (if the failed equipment or parts were not installed by Pole/Zero).This warranty shall apply to and include correction of technical data orfirmware pertinent to defective Products to the extent delineated hereinabove.

THEREMEDIES SET FORTH ABOVE SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY ANDPOLE/ZERO’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTHIN THIS SECTION 5A. POLE/ZERO MAKES NO OTHER WARRANTIES, WHETHER EXPRESS,STATUTORY OR IMPLIED, WITH RESPECT TO PRODUCTS AND/OR SERVICES INCLUDINGWITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, NON-INFRINGEMENT OR OTHER WARRANTY OF QUALITY.

Productsmanufactured by or Services performed by a third party (“Third Party Product”)may constitute, contain, be contained in, incorporated into, attached to orpackaged together with, the Products and/or Services. Third Party Products arenot covered by the warranty in this section 5a. Any warranties made or given bysuch third parties for the Third Party Products which are assignable by theirterms are hereby assigned to Buyer. FOR THE AVOIDANCE OF DOUBT, POLE/ZERO MAKES NO REPRESENTATIONS ORWARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (A) WARRANTYOF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C)WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUALPROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OFDEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(b)  Repaired Products:  Repairs, for which Buyer has paid a fee, willbe warranted as set forth in section 5a for a period of *180* days fromshipment or performance date. Warranty for paid repairs are exclusively limitedto repaired or replaced material and/or workmanship specific to the repairsperformed, and does not extend the warranty of the repaired Product and/orServices. With the exception of warranty period and specific coverage asdefined in this section 5b, all other warranty terms shall apply as defined in section5a. Buyer acknowledges and agrees that repairs to any Products and/or Servicesnot covered by a warranty under this section 5, including any shipping charges,will be at Buyer’s sole cost. If the Product and/or Service is outside of thewarranty period, it may be determined that an initial evaluation fee isrequired to proceed with the failure analysis. Pole/Zero’s Test and EvaluationDepartment utilizes a uniform evaluation charge based on the complexity of the Productand/or Service in order to complete a repair estimate. In addition, an order needsto be issued to reflect the appropriate amount, before an RMA number will beissued and repairs started. An estimate to complete the repair (if additionaltime is required) will be provided at the conclusion of the evaluation effort.While it is possible that the Product and/or Service may be repaired duringthat evaluation, it is also possible that it may be deemed 'un-repairable'based on its condition.

6.  IntellectualProperty Rights:  Allintellectual property rights in, or relating to, the Products and/or Services areowned by or licensed to Pole/Zero and nothing herein shall have the effect oftransferring the ownership of such intellectual property rights to Buyer.

In theevent of any third party demand, claim or action alleging that the proper useof the Products and/or Services by Buyer in accordance with any instructionsand directions issued with or in relation to such Products and/or Services by Pole/Zeroinfringes any patent or other intellectual property right belonging to a thirdparty, Buyer shall: (i) promptly notify Pole/Zero in writing of such claim;(ii) not make any admission in relation to or attempt to settle or compromisethe claim; (iii) give Pole/Zero express authority to conduct all negotiationsand litigation, and to settle all litigation, arising from such claim; and (iv)provide Pole/Zero with all available information, documents and assistance as Pole/Zeromay reasonably require, including without limitation ceasing to use the Productsand/or Services if deemed reasonably necessary by Pole/Zero until theinfringement claim is resolved. Pole/Zero may also, at any time, at its option:(i) procure for Buyer the right to continue to use the Products and/or Servicesin question, free of any liability for such infringement; or (ii) direct Buyerto cease use of and not market or sell such Products and/or Services and (a) modifythe Products and/or Services in question so that they become non-infringing; (b)substitute the Products and/or Services in question with functionallyequivalent non-infringing Products and/or Services; or (c) refund the pricepaid by Buyer for the infringing Products and/or Services. This section statesthe entire liability of Pole/Zero for any infringement of third partyintellectual property rights.

Buyer shallindemnify Pole/Zero from and against all losses, damages, costs, liabilitiesand expenses (including legal expenses) arising out of or in connection withany third party demand, claim or action alleging that any Product manufactured orService provided by Pole/Zero in accordance with designs and/or specificationsprovided to Pole/Zero by Buyer infringes any patent or other intellectualproperty right belonging to a third party.

7.  ConfidentialInformation:  A party(the “Receiving Party”) shall keep in strict confidence all information whichis of a confidential nature (including any technical or commercial know-how,specifications, inventions, processes or initiatives) and has been disclosed tothe Receiving Party by the other party (the “Disclosing Party”), its employees,agents or subcontractors, and any other confidential information concerning theDisclosing Party's business or its products or its services which the ReceivingParty may obtain. The Receiving Party shall restrict disclosure of suchconfidential information to such of its employees, agents or subcontractors asneed to know it for the purpose of discharging the Receiving Party'sobligations under the Contract, and shall ensure that such employees, agents orsubcontractors are subject to obligations of confidentiality corresponding tothose which bind the Receiving Party. The Receiving Party shall remain liablefor a breach of such obligations by the Receiving Party’s employees, agents andsubcontractors. The Receiving Party shall only use or make copies ofconfidential information (including any reproductions, extracts or analyses ofthat confidential information) in connection with and to the extent necessaryfor the purposes of the Contract.

Certain information provided toReceiving Party may be subject to export controls identified in the EAR (ExportAdministration Regulations) administered by the U.S. Department of Commerceand/or ITAR (International Traffic in Arms Regulations) administered by the U.S.Department of State. Export controls apply to hardware and technical data(including, but not limited to, drawings, specifications, source controldocuments, etc). Release of this information to foreign nationals is governedby U.S. law and may require a license or other documentation. Receiving Partyagrees to comply with all applicable laws and to direct its representatives tocomply with all applicable laws, including EAR and ITAR, with respect to allinformation provided to it and its representatives by Disclosing Party and itsrepresentatives.

 

8.  ForceMajeure:  Pole/Zeroshall not be liable for damages under the Contract for a delay or failure inits performance under the Contract as a result of causes beyond its reasonablecontrol, including any law, order, regulation, direction, or request of anygovernment having or claiming to have jurisdiction over Pole/Zero, itssubcontractors and/or its suppliers; failure or delay of transportation;insurrection, riots, national emergencies, war, acts of public enemies, strikesor inability to obtain necessary labor, manufacturing facilities, material orcomponents from Pole/Zero's usual sources; fires, floods or other catastrophes;acts of God, acts of omissions of Buyer or any causes beyond the reasonablecontrol of Pole/Zero and/or of its suppliers. Upon the giving of prompt writtennotice to Buyer of any such causes of a delay or failure in its performance ofany obligation under the Contract, the time of performance by Pole/Zero shallbe extended to the extent and for the period that its performance of saidobligations is prevented by such cause.

9.  Limitationof Liability:  POLE/ZEROSHALL NOT BE RESPONSIBLE TO BUYER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OROTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OFWHATSOEVER NATURE, OR FOR ATTORNEY’S FEES, LOSS OF USE, LOSS OF MARKET SHARE,OR LOST PROFITS HOWSOEVER THESE MAY BE CHARACTERIZED. IN NO EVENT  SHALL POLE/ZERO BE LIABLE TO BUYER FOR ANYAMOUNT WHICH IN COMBINATION WITH ALL CLAIMS BY BUYER AGAINST POLE/ZERO RELATEDTO THE CONTRACT EXCEEDS THE PRICE OF THE PRODUCTS AND/OR SERVICES. IN ANYEVENT, THE LIABILITY OF POLE/ZERO TO BUYER, WHETHER IN CONTRACT, TORT(INCLUDING NEGLIGENCE) UNDER ANY WARRANTY OR OTHERWISE, IS EXCLUSIVELY LIMITEDTO THE REMEDIES EXPRESSLY PROVIDED UNDER THE TERMS OF THE CONTRACT, IN LIEU OFANY AND ALL OTHER REMEDIES AT LAW OR IN EQUITY.

10.  Indemnity:  EXCEPT AS OTHERWISE PROVIDED OR LIMITED IN THECONTRACT, BUYER SHALL INDEMNIFY AND HOLD HARMLESS POLE/ZERO AGAINST ANY AND ALLLOSSES, DAMAGES AND EXPENSES (INCLUDING ATTORNEY’S FEES AND OTHER COSTS OFDEFENDING ANY ACTION) THAT IT MAY SUSTAIN OR INCUR AS A RESULT OF THE USE,OPERATION OR POSSESSION OF THE PRODUCTS AND/OR SERVICES BY BUYER OR ITSAFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, THE NEGLIGENT ORWILLFUL ACT OR NEGLIGENT OR WILLFUL OMISSION OF BUYER OR ITS AFFILIATES,DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR THE ALTERATION ORMODIFICATION OF THE PRODUCTS AND/OR SERVICES OR THE USE OR COMBINATION OF THE PRODUCTSAND/OR SERVICES WITH OTHER PRODUCTS, DEVICES OR SERVICES BY BUYER OR ITSAFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES.

11.  SecurityInterest:  Ascollateral security for the payment of the purchase price of the Productsand/or Services, Buyer hereby grants to Pole/Zero a lien on and securityinterest in and to all of the right, title and interest of Buyer in, to andunder the Products sold hereunder, wherever located, and whether now existingor hereafter arising or acquired from time to time, and in all accessionsthereto and replacements or modifications thereof, as well as all proceeds(including insurance proceeds) of the foregoing. The security interest grantedunder this section constitutes a purchase money security interest under theapplicable Uniform Commercial Code.

12.  ApplicableLaws:  In performing its obligationsand exercising its rights under the Contract, Buyer shall, at all times, actethically and in compliance with all applicable laws of the United States andany jurisdiction in which Buyer is established or conducts operations relatingto the Contract, including (without limitation) any applicable laws in forcefrom time to time regarding bribery, fraudulent acts, corrupt practices and/ormoney laundering and any applicable laws in force from time to time regardingimport/export regulations, tax and/or customs and duties (the “Import/ExportLegislation”).

Any ordersfor Products to be exported from the U.S. shall be accepted subject to U.S.Government approval for export where applicable. Buyer expressly acknowledgesthat a Product (including any technical information related to such Product) mayalso be subject to the Import/Export Legislation of the country into which the Productis sold, and the Buyer shall abide by such Import/Export Legislation. Buyershall ensure that the Products (including any technical information related tosuch Product), and any other products or technology acquired from Pole/Zerounder the Contract, will not be exported, sold, diverted, transferred orotherwise disposed of in violation of the Import/Export Legislation, either intheir original form or after being incorporated into other products or as partof a resale by Buyer.

13.  DataSecurity:  Buyer shallfully comply with the data protection and privacy legislation in all relevantcountries and shall ensure that its employees, agents and contractors observe the provisions of that legislation. Buyerrepresents that it has developed and implemented and covenants that it willmaintain effective information security policies and procedures that includeadministrative, technical and physical safeguards designed to (i) ensure theconfidentiality, security, integrity and availability of Pole/Zero’sconfidential information provided hereunder; (ii) protect against anticipatedthreats or hazards to the confidentiality, security, integrity and availabilityof such information; (iii) protect against unauthorized access or use of suchinformation; and (iv) ensure the proper disposal of such information. Buyer shallpromptly notify Pole/Zero of any breach of confidentiality by Buyer or any ofits agents, disclosure of Pole/Zero’s confidential information by Buyer or oneof its agents or a breach of Buyer’s information security policies orprocedures. Notice shall be provided to Pole/Zero no later than 24 hours upondiscovery of breach.

14.  Nonsolicitation:  Beginning on the effective date of the Contract andcontinuing until the date that is 1 year after the date of the last purchaseorder submitted by Buyer to Pole/Zero, Buyer shall not directly or indirectlysolicit for employment or hire any employee of Pole/Zero with whom Buyer hashad contact or who became known to Buyer in connection with the Contract.

15.  GoverningLaw/Venue:  TheContract shall be governed by and be construed in accordance with the laws of the State of New York, without giving effectto any choice of law rules. To the extent applicable, each party expresslyconsents to the exclusive jurisdiction of the federal, state and local courtsin the State of New York, to govern all disputes arising out of theContract.

16.  Termination:  Upon a material breach of the Contract, inaddition to any remedies that may be provided under the Contract, Pole/Zeroreserves the right to suspend fulfillment of or terminate the Contract and anyother outstanding contracts with immediate effect upon written notice to Buyer.

 

17.Termination for convenience : If the Buyerterminates this contract for any reason other than due to the Pole/Zero’smaterial breach, by giving a least thrty (30) day notice in writing toPole/Zero, the Buyer shall reimburse Pole/Zero in the amount equal to an agreedupon cancelation charge plus all of Pole/Zero ‘s cost incurred, up to and includingthe date of termination, that are related to such contract. Such costs include,but are not limited to, any finished goods, work in process, raw matrialsmanufactured or otherwise procured in furtherance of this contract and anycosts related to Pole/Zero’s purchase obligations to its subcontractors, ifany, that cannot be canceled without a cost to Pole/Zero. Pole/Zero shallmitigate such costs to the extend reasonably practicable.


ThisSchedule: International Terms and Conditions of Sale (these “InternationalTerms”) provides additional terms and conditions applicable to the Contract. Ifany provision in these International Terms is inconsistent with any otherprovision of the Terms, the provision in these International Terms shall govern.

 

1.  Language:  In case of controversy or dispute between atranslation of the Contract and the English language original, the Englishoriginal shall control for all purposes.

2.  Shipmentand Delivery:  This sectionreplaces section 3 of the Terms in its entirety. Unless otherwiseagreed in writing between the parties, any Products shall be delivered DAT tothe airport agreed to by the parties that is located in the destination country(Incoterms 2010) (the term “delivered at terminal” or “DAT” as used hereinshall be interpreted in accordance with Incoterms 2010).

Title toall Products shall pass to Buyer upon delivery to Buyer at the delivery point. AllProducts shall be packaged and packed for shipment in accordance withappropriate commercial practices. Claims for shortages and other error indelivery must be made in writing to Pole/Zero within 10 days after delivery andfailure to give such notice shall constitute unqualified acceptance and awaiver of all such claims by Buyer.

Pole/Zeroreserves the right to make delivery in installments, unless otherwise expresslyagreed to in the Contract; all such installments to be separately invoiced andpaid for when due per invoice, without regard to subsequent deliveries. Delayin delivery of any installment shall not relieve Buyer of Buyer’s obligationsto accept remaining deliveries.

Pole/Zeroshall use reasonable efforts to comply with the delivery date specified herein(if any), but any such date is an estimate only, unless otherwise agreed inwriting by the parties.

3.  GoverningLaw/Arbitration:  This sectionreplaces section 15 of the Terms in its entirety. The Contract shall begoverned by and be construed in accordancewith the laws of the State of New York, without giving effect to any choice oflaw rules. The United Nations Convention on Contracts for theInternational Sale of Goods shall not apply to the transactions contemplated bythe Contract.

Exceptas provided in this section, all disputes shall be finally resolved by bindingarbitration before 3 arbitrators pursuant to the rules (“Rules”) and under theauspices of the International Chamber of Commerce (“ICC”). Such arbitrationshall be held in New York, New York, U.S.. In accordance with the Rules, eachparty shall select 1 arbitrator and the 2 arbitrators so selected shall selectthe 3rd arbitrator. The arbitrators shall be knowledgeable in the chosen lawand the industry. At either party’s request, the arbitrators shall give awritten opinion stating the factual basis and legal reasoning for theirdecision. The parties, their representatives, and any other participants shallhold the existence, content, and result of arbitration in confidence. Thearbitration proceedings shall be conducted in the English language and alldocuments and witness depositions, whether written or oral, provided as proofduring the arbitration proceedings, if any, shall be presented in English. Thearbitration award shall be final and binding upon the parties. The arbitrationaward shall be rendered in writing and duly substantiated. The responsibilityof the parties for the costs of the arbitral procedure, including but notlimited to, ICC administrative fees, arbitrators’ fees and expenses, fees andexpenses of experts appointed by the arbitral tribunal, attorney’s andparty-appointed experts’ fees and expenses, shall be decided by the arbitraltribunal. Either party may, at its sole discretion, seek interim judicialrelief in any court of competent jurisdiction (including, but not limited to,interim injunctive relief). The provisions of this section may be enforced byany court of competent jurisdiction.

 

4.  Anti-BriberyCompliance:  Buyerhereby certifies that Buyer and its directors, officers, employees, agents,sub-contractors and/or consultants:

(i) arefamiliar with, and shall comply in all respects with, all applicable laws inforce from time to time regarding bribery, fraudulent acts, corrupt practicesand/or money laundering, including the U.S. Foreign Corrupt Practices Act, asamended, and the U.K. Bribery Act 2010, as amended;

(ii) havenot and shall not authorize or make any payments or gifts or any offers orpromises of payments or gifts of any kind, directly or indirectly, in connectionwith the Contract to any “foreign official,” including (a) any official, agent,or employee of any government or governmental agency; (b) any political partyor officer, employee or agent thereof; or (c) any holder of public office orcandidate for political office; and

(iii) arenot officials or employees of any government, an official of a political party,or a candidate for political office, or a director, officer, employee, oraffiliate of a government instrumentality.

Buyerunderstands that for purposes of this section, a “foreign official” may includean employee or official of a commercial entity in which a government body hasan ownership interest or exerts control over the activities of such entity, aswell as officials and employees of public international organizations.