Common use of COUNTERFEIT GOODS Clause in Contracts

COUNTERFEIT GOODS. Seller agrees that it will not furnish to Jeppesen Goods or separately-identifiable items or components of Goods that: (i) are an unauthorized copy or substitute of an “Original Equipment Manufacturer” or “Original Component Manufacturer” (collectively, “OEM”) item; (ii) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture; (iii) do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design; (iv) have been re- worked, re-marked, re-labeled, repaired, refurbished, or otherwise modified from OEM design but not disclosed as such or are represented as OEM authentic or new; or (v) have not passed successfully all OEM required testing, verification, screening, and quality control processes, (collectively “Counterfeit Goods”). Notwithstanding the foregoing, Goods or items that contain modifications, repairs, re-work, or re-marking as a result of Seller’s or its subcontractor’s design authority, material review procedures, quality control processes or parts management plans, and that have not been misrepresented or mismarked without legal right to do so, will not be deemed Counterfeit Goods. Counterfeit Goods will be deemed nonconforming for this PO under which they were delivered. Seller will implement and/or maintain an appropriate strategy to ensure that Goods furnished to Jeppesen under this PO are not Counterfeit Goods. Seller’s strategy will include, but is not limited to, the direct procurement of items from OEMs or authorized suppliers, conducting approved testing or inspection to ensure the authenticity of items, and, when items are to be procured from non-authorized suppliers, obtaining from such non-authorized suppliers appropriate certificates of conformance that provide one or more of the following: (i) the OEM’s original certificate of conformance for the item; (ii) sufficient records providing unbroken supply chain traceability to the OEM; or (iii) test and inspection records demonstrating the item’s authenticity. If Seller becomes aware or suspects that it has furnished Counterfeit Goods to Jeppesen under this PO, Seller promptly, but in no case later than thirty (30) days from discovery, will notify Jeppesen in writing and replace, at Seller’s expense, such Counterfeit Goods with OEM or Jeppesen- approved Goods that conform to the requirements of this PO. Seller will be liable for all costs related to the replacement of Counterfeit Goods, installation of authentic Goods, and any testing or validation necessitated by the installation of authentic Goods after the Counterfeit Goods have been replaced. Seller bears responsibility for procuring authentic Goods or items from its subcontractors and will ensure that all such subcontractors comply with the requirements of this Section.

COUNTERFEIT GOODS. Seller agrees that it will shall not furnish Counterfeit Goods to Jeppesen Goods Buyer, defined as goods or separately-separately‐ identifiable items or components of Goods goods that: (i) are an unauthorized copy or substitute of an “Original Equipment Manufacturer” Manufacturer or “Original Component Manufacturer” Manufacturer (collectively, “OEM”) item; (ii) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture; (iii) do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design; (iv) have been re- workedre‐worked, re-markedre‐marked, re-labeledre‐labeled, repaired, refurbished, or otherwise modified from OEM design but not disclosed as such or are represented as OEM authentic or new; or (v) have not passed successfully all OEM required testing, verification, screening, and quality control processes, (collectively “Counterfeit Goods”). Notwithstanding the foregoing, Goods goods or items that contain modifications, repairs, re-workre‐work, or re-marking re‐marking as a result of Seller’s or its subcontractor’s design authority, material review procedures, quality control processes or parts management plans, and that have not been misrepresented or mismarked without legal right to do so, will shall not be deemed Counterfeit Goods. Counterfeit Goods will shall be deemed nonconforming for to this PO under which they were deliveredpurchase order. Seller will shall implement and/or maintain an a plan, appropriate strategy to the goods being furnished to Buyer, to ensure that Goods furnished to Jeppesen under this PO goods are not Counterfeit Goods. Seller’s strategy will plan shall include, but is not limited to, : the direct procurement of items from OEMs or authorized suppliers, conducting ; approved testing or inspection to ensure the authenticity of items, ; and, when items are to be procured from non-authorized non‐authorized suppliers, obtaining from such non-authorized suppliers appropriate certificates of conformance from such non‐authorized suppliers that provide one or more of the following: (i) the OEM’s original certificate of conformance for the item; (ii) sufficient records providing unbroken supply chain traceability to the OEM; or (iii) test and inspection records demonstrating the item’s authenticity. If Seller becomes aware or suspects that it has furnished Counterfeit Goods to Jeppesen under this PO, Seller promptly, but in no case later than thirty (30) days from discovery, will notify Jeppesen in writing and replace, at Seller’s expense, such Counterfeit Goods with OEM or Jeppesen- approved Goods that conform to the requirements of this PO. Seller will be liable for all costs related to the replacement of Counterfeit Goods, installation of authentic Goods, and any testing or validation necessitated by the installation of authentic Goods after the Counterfeit Goods have been replaced. Seller bears responsibility for procuring authentic Goods or items from its subcontractors and will ensure that all such subcontractors comply with the requirements of this Section.;

COUNTERFEIT GOODS. Seller agrees warrants and certifies that it will Components and Goods delivered pursuant to this Purchase Order, unless otherwise specifically stated on the face of the Purchase Order, shall (a) be new, (b) be and only contain materials obtained from the OEM or an authorized OEM reseller or distributor, (c) not furnish to Jeppesen be or contain any Counterfeit Goods, and (d) contain only authentic, unaltered OEM labels and other markings. Components and Goods shall not be acquired from independent distributors or separately-identifiable items brokers unless specifically authorized in writing by Buyer. Counterfeit Goods means Components or components of Goods thatthat have been misrepresented as having been designed and/or produced under an approved system or other acceptable method. Counterfeit Goods include, but are not limited to: (ia) Components or Goods that are an illegal or unauthorized copy or substitute of an “Original Equipment Manufacturer” or “Original Component Manufacturer” (collectively, “OEM”) OEM item; (iib) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture; (iii) do item that does not contain the proper internal or external or internal materials or components required by the OEM or are is not constructed manufactured in accordance with the OEM design; (ivc) have been re- worked, re-marked, re-labeled, repairedComponents or Goods that are used, refurbished, or otherwise modified from OEM design reclaimed but not disclosed that Seller represents as such or are represented as OEM authentic or being new; (d) Components or (v) Goods that have not successfully passed successfully all OEM required testing, verification, screening, and quality control processesbut that Seller represents as having met those requirements; (e) Components or Goods with a label or other marking intended, (collectively “or reasonably likely, to mislead a reasonable person into believing a non-OEM Component is a genuine Component or Product when it is not. In the event Components or Goods delivered under this Agreement constitute Counterfeit Goods”). Notwithstanding the foregoing, Goods or items that contain modifications, repairs, re-work, or re-marking as a result of Seller’s or its subcontractor’s design authority, material review procedures, quality control processes or parts management plans, and that have not been misrepresented or mismarked without legal right to do so, will not be deemed Counterfeit Goods. Counterfeit Goods will be deemed nonconforming for this PO under which they were delivered. Seller will implement and/or maintain an appropriate strategy to ensure that Goods furnished to Jeppesen under this PO are not Counterfeit Goods. Seller’s strategy will include, but is not limited to, the direct procurement of items from OEMs or authorized suppliers, conducting approved testing or inspection to ensure the authenticity of items, and, when items are to be procured from non-authorized suppliers, obtaining from such non-authorized suppliers appropriate certificates of conformance that provide one or more of the following: (i) the OEM’s original certificate of conformance for the item; (ii) sufficient records providing unbroken supply chain traceability to the OEM; or (iii) test and inspection records demonstrating the item’s authenticity. If Seller becomes aware or suspects that it has furnished Counterfeit Goods to Jeppesen under this PO, Seller promptly, but in no case later than thirty (30) days from discovery, will notify Jeppesen in writing and replace, shall at Seller’s expense, its expense promptly replace such Counterfeit Goods Components with OEM or Jeppesen- approved Goods that conform genuine Components conforming to the requirements of this POAgreement. Notwithstanding any other provision of this Agreement, Seller will shall be liable for all costs related relating to the removal or replacement of Counterfeit Goods, installation including without limitation Buyer’s or Buyer’s customer’s costs of authentic removing such Counterfeit Goods, reinserting genuine Components or Goods, and any testing or validation necessitated by the installation reinstallation of authentic any Components or Goods after the Counterfeit Goods have been replacedexchanged. Seller bears responsibility Buyer reserves the right to turn over suspected Counterfeit Goods to U.S. Governmental authorities for procuring authentic Goods investigation and reserves the right to withhold payment for the suspect items pending the results of the investigation. The remedies available under this Section are in addition to any other remedies Buyer may have available to it in law or items from its subcontractors and will ensure that all such subcontractors comply with the requirements of in equity, or in any other provisions in this SectionAgreement.

COUNTERFEIT GOODS. Seller agrees that it will not furnish warrants to Jeppesen Goods or separately-identifiable items or components Buyer, Xxxxx's successors, assigns, customer, and users of Goods that: sold by Buyer that all Goods provided hereunder shall not be Counterfeit. "counterfeit" shall mean a Good, or a part within a Good (i) are an unauthorized collectively in the Article "Item(s)"), that is a copy or substitute of an “Original Equipment Manufacturer” without legal right or “Original Component Manufacturer” (collectivelyauthority to do so, “OEM”or one whose material, performance, or characteristics are knowingly misrepresented by Seller. Counterfeit Goods include, but are not limited to Items which:(i) itemdo not contain the proper internal construction consistent with the ordered Items; (ii) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacturehave been used, refurbished, or reclaimed, but represented as new; (iii) do not contain proper external have a different package style or internal materials or components required by surface/plating than the OEM or are not constructed in accordance with OEM designordered Items; (iv) have not successfully completed the original manufacturer's full production and test processes, but have been re- worked, re-marked, re-labeled, repaired, refurbished, or otherwise modified from OEM design but not disclosed as such or are represented as OEM authentic or newcompleted; or (v) have not passed successfully all OEM required testingare sold with modified labeling or markings intended to misrepresent the form ,fit, verification, screening, and quality control processes, (collectively “Counterfeit Goods”). Notwithstanding the foregoing, Goods or items that contain modifications, repairs, re-workfunction, or re-marking as a result grade of Seller’s or its subcontractor’s design authority, material review procedures, quality control processes or parts management plans, and that have not been misrepresented or mismarked without legal right to do so, will not be deemed Counterfeit Goods. Counterfeit Goods will be deemed nonconforming for this PO under which they were deliveredthe Item. Seller will implement and/or maintain an appropriate strategy to ensure that Goods furnished to Jeppesen under this PO are not Counterfeit Goods. Seller’s strategy will include, but is not limited to, the direct procurement of items from OEMs or authorized suppliers, conducting approved testing or inspection to ensure the authenticity of items, and, when items are to be procured from non-authorized suppliers, obtaining from such non-authorized suppliers appropriate certificates of conformance that provide one or more of the following: (i) the OEM’s original certificate of conformance for the item; (ii) sufficient records providing unbroken supply chain traceability to the OEM; or (iii) test shall immediately quarantine goods and inspection records demonstrating the item’s authenticity. If notify Buyer if Seller becomes aware or suspects that it has furnished Counterfeit Items. When reasonably requested by Buyer, Seller shall provide Original Equipment Manufacturer documentation that authenticates traceability of the affected Goods to Jeppesen the applicable OEM. In the event that Goods delivered under this POOrder constitute or include Counterfeit Goods, Seller promptly, but in no case later than thirty (30) days from discovery, will notify Jeppesen in writing and replaceshall, at Seller’s its expense, promptly replace such Counterfeit Goods with OEM or Jeppesen- approved genuine Goods that conform conforming to the requirements of this POOrder. Notwithstanding any other provision in this Order, Seller will shall be liable for all costs related relating to the removal and replacement of Counterfeit Goods, installation including without limitation Seller's cost of authentic removing Counterfeit Goods, of reinserting replacement Goods, and of any testing or validation necessitated by the installation reinstallation of authentic Goods after the Counterfeit counterfeit Goods have been replacedexchanged. The remedies contained in this paragraph are in addition to any remedies Buyer may have at law, equity, or other provisions under this Order. Seller bears responsibility shall include the provisions of the paragraph or equivalent provisions in lower tier subcontracts for procuring authentic the delivery of Goods that will be included in or items from its subcontractors and will ensure that all such subcontractors comply with the requirements of this Sectionfurnished as Goods to Buyer.

COUNTERFEIT GOODS. Seller agrees that it will not furnish to Jeppesen AerData Goods or separately-identifiable items or components of Goods that: (i) are an unauthorized copy or substitute of an “Original Equipment Manufacturer” or “Original Component Manufacturer” (collectively, “OEM”) item; (ii) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture; (iii) do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design; (iv) have been re- worked, re-marked, re-labeled, repaired, refurbished, or otherwise modified from OEM design but not disclosed as such or are represented as OEM authentic or new; or (v) have not passed successfully all OEM required testing, verification, screening, and quality control processes, (collectively “Counterfeit Goods”). Notwithstanding the foregoing, Goods or items that contain modifications, repairs, re-work, or re-marking as a result of Seller’s or its subcontractor’s design authority, material review procedures, quality control processes or parts management plans, and that have not been misrepresented or mismarked without legal right to do so, will not be deemed Counterfeit Goods. Counterfeit Goods will be deemed nonconforming for this PO under which they were delivered. Seller will implement and/or maintain an appropriate strategy to ensure that Goods furnished to Jeppesen AerData under this PO are not Counterfeit Goods. Seller’s strategy will include, but is not limited to, the direct procurement of items from OEMs or authorized suppliers, conducting approved testing or inspection to ensure the authenticity of items, and, when items are to be procured from non-authorized suppliers, obtaining from such non-authorized suppliers appropriate certificates of conformance that provide one or more of the following: (i) the OEM’s original certificate of conformance for the item; (ii) sufficient records providing unbroken supply chain traceability to the OEM; or (iii) test and inspection records demonstrating the item’s authenticity. If Seller becomes aware or suspects that it has furnished Counterfeit Goods to Jeppesen AerData under this PO, Seller promptly, but in no case later than thirty (30) days from discovery, will notify Jeppesen in writing and replace, at Seller’s expense, such Counterfeit Goods with OEM or Jeppesen- approved Goods that conform to the requirements of this PO. Seller will be liable for all costs related to the replacement of Counterfeit Goods, installation of authentic Goods, and any testing or validation necessitated by the installation of authentic Goods after the Counterfeit Goods have been replaced. Seller bears responsibility for procuring authentic Goods or items from its subcontractors and will ensure that all such subcontractors comply with the requirements of this Section.thirty

COUNTERFEIT GOODS. Seller agrees Exhibitor shall not use any goods in relation to the activities governed by this Agreement that it will not furnish to Jeppesen are “Counterfeit Goods”, defined as Goods or separately-separately- identifiable items or components of Goods that: (i) are o Are an unauthorized copy or substitute of an “Original Equipment Manufacturer” Manufacturer or “Original Component Manufacturer” Manufacturer (collectively, “OEM”) item; (ii) are . o Are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture; (iii) do : o Do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design; (iv) have : o Have been re- re-worked, re-marked, re-labeled, repaired, refurbished, or otherwise modified from OEM design but not disclosed as such or are represented as OEM authentic or new; or (v) have new o Have not passed successfully all OEM required testing, verification, screening, and quality control processes, (collectively “Counterfeit Goods”). Notwithstanding the foregoing, Goods or items that contain modifications, repairs, re-work, or re-marking as a result of Seller’s or its subcontractor’s design authority, material review procedures, quality control processes or parts management plans, and that have not been misrepresented or mismarked without legal right to do so, will not be deemed Counterfeit Goods. Counterfeit Goods will be deemed nonconforming for this PO under which they were delivered. Seller will Exhibitor shall implement and/or maintain an appropriate strategy to ensure that Goods furnished used in relation to Jeppesen under activities governed by this PO Agreement are not Counterfeit Goods. Seller’s strategy will shall include, but is not limited to, the direct procurement of items from OEMs or authorized suppliers, conducting approved testing or inspection to ensure the authenticity of items, andand/or, when items are to be procured from non-authorized suppliers, obtaining from such non-authorized suppliers suppliers’ appropriate certificates of conformance that provide one or more of the following: (i) the OEM’s original certificate of conformance for the item; (ii) sufficient records providing unbroken supply chain traceability to the OEM; or (iii) test and inspection records demonstrating the item’s authenticityconformance. If Seller Exhibitor becomes aware or suspects that it has furnished used or is using Counterfeit Goods in relation to Jeppesen under activities governed by this POAgreement, Seller promptly, but in no case later than thirty (30) days from discovery, will Exhibitor promptly shall notify Jeppesen in writing INTA and replace, at SellerExhibitor’s expense, such Counterfeit Goods with OEM or Jeppesen- INTA-approved Goods that conform to the requirements of this POAgreement. Seller will In addition, the Exhibitor shall be liable for all costs incurred by INTA related to the replacement Exhibitor’s use of Counterfeit Goods. The remedies contained in this article are in addition to any remedies INTA may have at law, installation equity, or under other provisions of authentic Goods, and any testing or validation necessitated by the installation of authentic Goods after the Counterfeit Goods have been replacedthis contract. Seller Exhibitor bears responsibility for procuring authentic Goods or items from its subcontractors and will shall ensure that all such subcontractors comply with the requirements of this Sectionarticle.

COUNTERFEIT GOODS. Seller agrees that it will shall not furnish Counterfeit Goods to Jeppesen Goods Buyer, defined as goods or separately-separately- identifiable items or components of Goods goods that: (i) are an unauthorized copy or substitute of an “Original Equipment Manufacturer” Manufacturer or “Original Component Manufacturer” Manufacturer (collectively, “OEM”) item; (ii) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture; (iii) do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design; (iv) have been re- re-worked, re-marked, re-labeled, repaired, refurbished, or otherwise modified from OEM design but not disclosed as such or are represented as OEM authentic or new; or (v) have not passed successfully all OEM required testing, verification, screening, and quality control processes, (collectively “Counterfeit Goods”). Notwithstanding the foregoing, Goods goods or items that contain modifications, repairs, re-work, or re-marking as a result of Seller’s or its subcontractor’s design authority, material review procedures, quality control processes or parts management plans, and that have not been misrepresented or mismarked without legal right to do so, will shall not be deemed Counterfeit Goods. Counterfeit Goods will shall be deemed nonconforming for to this PO under which they were deliveredpurchase order. Seller will shall implement and/or maintain an a plan, appropriate strategy to the goods being furnished to Buyer, to ensure that Goods furnished to Jeppesen under this PO goods are not Counterfeit Goods. Seller’s strategy will plan shall include, but is not limited to, : the direct procurement of items from OEMs or authorized suppliers, conducting ; approved testing or inspection to ensure the authenticity of items, ; and, when items are to be procured from non-authorized suppliers, obtaining appropriate certificates of conformance from such non-authorized suppliers appropriate certificates of conformance that provide one or more of the following: (i) the OEM’s original certificate of conformance for the item; (ii) sufficient records providing unbroken supply chain traceability to the OEM; or (iii) test and inspection records demonstrating the item’s authenticity. If Seller becomes aware or suspects that it has furnished Counterfeit Goods to Jeppesen under this PO, Seller promptly, but in no case later than thirty (30) days from discovery, will notify Jeppesen in writing and replace, at Seller’s expense, such Counterfeit Goods with OEM or Jeppesen- approved Goods that conform to the requirements of this PO. Seller will be liable for all costs related to the replacement of Counterfeit Goods, installation of authentic Goods, and any testing or validation necessitated by the installation of authentic Goods after the Counterfeit Goods have been replaced. Seller bears responsibility for procuring authentic Goods or items from its subcontractors and will ensure that all such subcontractors comply with the requirements of this Section.;