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Standard Terms And Conditions For The Supply Of Products And Services

The purchase order, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions and other information, whether physically attached or incorporated by reference (collectively the “Purchase Order”), constitutes the entire agreement between Powerfleet, Inc. and/or any affiliates where applicable (collectively, “Powerfleet”) and the supplier identified in the Purchase Order (the “Supplier”) with respect to the subject matter hereof. Powerfleet’s submission of the Purchase Order is conditioned on Supplier’s agreement that any terms different from or in addition to the terms of the Purchase Order, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgement, release, acceptance or other written correspondence, irrespective of the timing, shall not form a part of the Purchase Order, even if Supplier purports to condition its acceptance of the Purchase Order on Powerfleet’s agreement to such different or additional terms. Supplier’s electronic acceptance, acknowledgement of this Purchase Order, or commencement of performance constitutes Supplier’s acceptance of these terms and conditions. Notwithstanding the foregoing, if a signed written agreement covering procurement of the Work described in the Purchase Order exists between Supplier and Powerfleet, the terms of such agreement shall prevail over any inconsistent terms herein.

  1. DEFINITIONS
    1. "Deliverables" means the deliverables specified in the Purchase Order (and any Statement of Work) to be delivered on or before the Delivery Date.

    2. "Delivery Date" means the date or dates specified in the Purchase Order by which the Supplier is required to deliver the Work.

    3. "Privacy Laws" means (as applicable) (i) all applicable federal, state, territorial, and local laws, rules, directives, regulations, and governmental requirements currently in effect, or as they become effective, relating in any way to the privacy, confidentiality, or security of Personal Information, including, to (i) the extent relevant, the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act (“CCPA”), the Virginia Consumer Data Privacy Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, the Children’s Online Privacy Protection Act, and any laws implementing, replacing or supplementing any of them, as amended, consolidated, re-enacted, or replaced from time to time; (ii) the EU General Data Protection Regulation (EU 2016/679) (“EU GDPR”), its incorporation into the laws of England and Wales, Scotland, and Northern Ireland by virtue of the UK European Union (Withdrawal) Act 2018 (the “UK GDPR”); (iii) The Australian Privacy Act 1988, and its Privacy Principles; (iv) the South African Protection of Personal Information Act 2013 (“POPIA”); or (iii) any other applicable laws, rules, or regulations governing the collection, use, disclosure, or processing of Personal Data.

    4. "Intellectual Property Rights" means any and all tangible and intangible: (i) copyrights and other rights associated with works of authorship throughout the world, including but not limited to copyrights, neighbouring rights, moral rights, and mask works, and all derivative works thereof; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) know-how, patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; (v) all other intellectual property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

    5. "Pre-existing Materials" means any Intellectual Property Rights or tangible personal property of Supplier or Powerfleet created before the date of this Purchase Order or outside the scope of this Purchase Order.

    6. "Products" means any tangible goods specified in the Purchase Order to be delivered on or before the Delivery Date.

    7. "Services" means the services that Supplier is to perform for Powerfleet specified in the Purchase Order.

    8. "Statement of Work" or "SOW" means the document specifying, without limitation, the scope, objective, and time frame of the Work that Supplier will perform for Powerfleet.

    9. "Subcontractor" means a third party performing Work under an agreement (a "Subcontract") with Supplier.

    10. "Supplier Personnel" means Supplier’s employees, consultants, agents, independent contractors and Subcontractors.

    11. "Third Party Intellectual Property" means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.

    12. "Work" means any Deliverables, Products and Services specified in the Purchase Order, including any SOW.

  1. DELIVERY
    1. Time is of the essence. Supplier must promptly notify Powerfleet of any actual or anticipated delay in performance. Powerfleet’s receipt of such notice does not waive any Supplier obligation.

    2. Powerfleet may reject any Work delivered after the Delivery Date.

    3. Rejected tangible Work will be held at Supplier’s risk and expense, including storage. Supplier will bear all return shipping costs, including insurance incurred by Powerfleet on Supplier’s behalf. If Supplier fails to provide return instructions within a reasonable time, Powerfleet may, at its discretion, destroy or sell the rejected Work.

    4. Supplier will properly preserve, package, pack, and handle the Deliverables and Products to prevent loss or damage and, absent Powerfleet specifications, in accordance with good commercial practice.

    5. Each Product delivery must include a packing list stating the Purchase Order number, applicable Powerfleet part numbers, product descriptions, quantities, and shipment date.

    6. Unless otherwise instructed by Powerfleet, all Work will be delivered to the address stated in the Purchase Order. Risk of loss does not pass to Powerfleet until acceptance under Section 6.

  1. PRICE AND PAYMENT
    1. Unless otherwise stated in the Purchase Order, the price for the Work is inclusive of all taxes and charges, including shipping, delivery, duties, customs, tariffs, imposts, and government surcharges. At Powerfleet’s request, Supplier will itemize such taxes and charges on its invoices and will use reasonable efforts to assist Powerfleet in legally minimizing applicable taxes.

    2. Powerfleet will pay Supplier in accordance with the payment terms in the Purchase Order, after delivery, acceptance of the Work, and receipt of a proper, undisputed invoice. Invoices must reference the Purchase Order number and include any required certification.

    3. Payment will be made in the currency identified in the Purchase Order. Powerfleet may set off amounts owed by Supplier against amounts payable. No advance payments will be made except as expressly stated in the Purchase Order.

  1. OWNERSHIP AND LICENSE
    1. Unless otherwise stated in a SOW (and subject to Section 4.2), Powerfleet owns all right, title, and interest in the Deliverables, and Supplier assigns all associated Intellectual Property Rights to Powerfleet.

    2. Each party retains ownership of its Pre-existing Materials. Supplier grants Powerfleet a perpetual, worldwide, royalty-free, non-exclusive license (with the right to sublicense) to use Supplier’s Pre-existing Materials as incorporated in the Deliverables.

    3. Supplier will ensure that Powerfleet receives a perpetual, worldwide, royalty-free, non-exclusive license (with the right to sublicense) to use any third-party intellectual property included in or required to use the Work, and will provide evidence of such licenses upon request.

  1. INSPECTION AND ACCEPTANCE
    1. Powerfleet may reject any Work that does not meet the applicable requirements within ten (10) business days after delivery. At Powerfleet’s option, Powerfleet may (i) return the nonconforming Work for a refund or credit; (ii) require replacement; or (iii) require repair to bring the Work into compliance. Alternatively, Powerfleet may accept the nonconforming Work subject to a reasonable refund or credit for the reduced value. Payment made before rejection does not constitute acceptance.

  1. CHANGES
    1. Powerfleet may direct changes within the scope of the Purchase Order and/or applicable SOW by written change order, such change order may be in the form of an email or other medium as determined by Powerfleet in its sole discretion. If Supplier believes a directed change will affect the price or fees, Supplier must promptly notify Powerfleet in writing with details of the impact. Powerfleet will review the notice in good faith and, if a change is confirmed, issue a change order and the parties will amend the applicable SOW to reflect any agreed adjustment.

  1. REPRESENTATIONS AND WARRANTIES
    1. Supplier represents and warrants that it has full authority to enter into and perform under this Purchase Order; has clear title to the Work; may assign, license, or transfer rights in the Work as agreed; the Work and Powerfleet’s use of it do not infringe any third-party rights; no confidential or proprietary information of others will be disclosed or used; supplied software is free of harmful code; the Work meets applicable specifications or is suitable for its intended use; it will comply with Powerfleet policies at Powerfleet locations; and it will process any personal data only as necessary to perform its obligations and in compliance with applicable law.

    2. Powerfleet represents and warrants that it has full authority to enter into and perform under this Purchase Order.

      3. TO THE EXTENT ALLOWED BY APPLICABLE LAW, NO OTHER WARRANTIES ARE MADE, EITHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

  1. REPRESENTATIONS AND WARRANTIES
    1. Nothing in this Purchase Order creates a partnership, joint venture, or employment relationship between the parties. Except as expressly stated in an SOW, Supplier has no authority to bind Powerfleet in any way. Supplier is not entitled to any Powerfleet employee benefits, including health or life insurance, workers’ compensation, stock options, profit sharing, or retirement benefits.

    2. Except as otherwise expressly stated in an SOW, Supplier will secure all licenses and permits, and supply all tools and equipment, necessary to perform the Services.

    3. Supplier is solely responsible for all taxes, withholdings, severance or redundancy pay, benefits (including vacation, sick leave, holidays, pension or profit-sharing contributions, stock options, and similar obligations), whether statutory or otherwise, arising from its work and the fees it receives under this Purchase Order.

  1. REPRESENTATIONS AND WARRANTIES
    1. Supplier may not assign any of its rights or delegate any of its obligations under the Purchase Order without Powerfleet’s prior written consent, which Powerfleet will not unreasonably withhold.

    2. Supplier may not subcontract any rights or obligations under this Purchase Order without Powerfleet’s prior written consent. If consent is given, Supplier will: (i) remain fully liable for all subcontracted obligations; (ii) indemnify Powerfleet, subject to Section 13 (Indemnification), for damages and costs arising from any Subcontractor’s acts or omissions; and (iii) be solely responsible for all Subcontractor payments. If Supplier fails to pay a Subcontractor, Powerfleet may (but is not required to) pay that Subcontractor and offset such amounts against sums owed to Supplier. Supplier will defend, indemnify, and hold Powerfleet harmless for all damages and costs caused by its failure to pay a Subcontractor.

    3. To the extent allowed by applicable law, no person who is not a party to a Purchase Order shall be entitled to enforce or take the benefit of any of its terms whether as a result of applicable legislation, custom or otherwise.

  1. Non-Circumvention; Customer Non-Solicitation; Survival
    1. Non-Circumvention and Customer Non-Solicitation.
      Supplier acknowledges that, in the performance of this Purchase Order, it may receive or gain access to the Company’s customer identities, customer contacts, commercial arrangements, pricing structures, and other proprietary or confidential information. Supplier agrees that during the term of this Purchase Order and for a period of twenty-four (24) months following its expiration or termination for any reason, Supplier shall not, directly or indirectly, unless specifically agreed in writing by Powerfleet, on its own behalf or on behalf of any third party:

      1. solicit, market to, contract with, supply to, or otherwise provide products or services to any Powerfleet Customer with whom Supplier had contact, involvement, or became aware of in connection with this Purchase Order, where such products or services are the same as or substantially similar to those provided under this Purchase Order;

      2. or circumvent, bypass, or attempt to bypass Powerfleet for the purpose of avoiding the payment of margins, fees, or other commercial benefits due to the Company in connection with such Customer

    2. Supplier acknowledges that this restriction is reasonable in scope, duration, and geography, and necessary to protect the Company’s legitimate business interests and customer relationships.

    3. Any breach of this Section shall constitute a material breach. Powerfleet shall be entitled to immediate termination, injunctive relief, and all other remedies available at law or in equity.

    4. Survival. The obligations set forth in this Section shall survive expiration or termination of this Purchase Order.

  1. TERM AND TERMINATION
    1. The Purchase Order will remain in effect with respect to any SOW already issued prior to expiration of the term of the Purchase Order until such SOW is either terminated or the Work is completed and accepted.

    2. Powerfleet may terminate a Purchase Order, any SOW, or both at any time, for no reason or for any reason, upon 15 days written notice to Supplier. Upon receipt of notice of such termination, Supplier will inform Powerfleet of the extent to which it has completed performance as of the date of the notice, and Supplier will collect and deliver to Powerfleet whatever Work then exists. Powerfleet will pay Supplier for all Work performed and accepted through the effective date of the termination, provided that Powerfleet will not be obligated to pay any more than the payment that would have become due had Supplier completed and Powerfleet had accepted the Work. Powerfleet will have no further payment obligation in connection with any termination.

    3. Either party may terminate the Purchase Order, any SOW or both, immediately by delivering written notice to the other party upon the occurrence of any of the following events: (i) a receiver is appointed for the other party or its property; (ii) the other party makes a general assignment for the benefit of its creditors; (iii) the other party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, if such proceedings are not dismissed within 60 days; or (iv) the other party is liquidating, dissolving, or ceasing to do business in the ordinary course.

    4. Powerfleet may immediately terminate the Purchase Order upon written notice to Supplier if there is a change in ownership representing 20 percent or more of the equity ownership of Supplier or a sale of all or substantially all of the Supplier’s assets.

    5. Either party may terminate this Purchase Order, any SOW or both, immediately by delivering written notice to the other party for any material breach not cured within 30 days of receipt of notice by the other party of the breach. Powerfleet shall have no further payment obligation to Supplier under any terminated SOW if Powerfleet terminates the SOW under this Section 10.5.

    6. Any obligations or duties which, by their nature, extend beyond the expiration or termination of the Purchase Order shall survive the expiration or termination of the Purchase Order in accordance with their terms.

  1. CONFIDENTIAL INFORMATION
    1. In this Purchase Order, “Confidential Information” means the terms and conditions of this Purchase Order or any relevant SOW, the existence of discussions between the Parties, any and all documents, software, reports, data, records, forms and other materials obtained by one party (the “Receiving Party”) from the other party (the “Disclosing Party”) , or at the request or direction of the Disclosing Party in the course of performing the Services: (i) that have been marked as confidential; (ii) whose confidential nature has been made known by the Disclosing Party to the Receiving Party; or (iii) that due to their character and nature, a reasonable person under like circumstances would treat as confidential.

    2. The Receiving Party may use the Confidential Information solely for the purpose of furtherance of the business relationship between the parties, as provided in this Purchase Order and shall not disclose the Confidential Information to any third party, other than to Affiliates and to employees of the Receiving Party and its Affiliates who have a need to have access to and knowledge of the Confidential Information, solely for the purpose authorized above. Each party shall take appropriate measures by instruction and agreement prior to disclosure to such employees to assure against unauthorized use or disclosure.

    3. The Receiving Party shall have no obligation with respect to information which (i) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Purchase Order or an SOW; (iii) is rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality; (iv) is developed by or for the Receiving Party without use of the Confidential Information and such independent development can be shown by documentary evidence; (v) becomes available to the Receiving Party by wholly lawful inspection or analysis of products offered for sale. Notwithstanding the foregoing to the contrary, in the event that the Receiving Party is requested or required by judicial action or valid order issued by a court or government agency to disclose any Confidential Information, the Receiving Party shall be permitted to make such disclosure, provided that the Receiving Party (a) provides prior written notice to the Disclosing Party of such obligation, (b) provides the Disclosing Party the opportunity to oppose such disclosure, and (c) reasonably cooperates with the Disclosing Party in seeking a protective order or confidential treatment for any such disclosure. Upon written demand by the Disclosing Party, the Receiving Party shall: (i) cease using the Confidential Information, (ii) return to the Disclosing Party or destroy (at the Disclosing Party’s option) the Confidential Information and all copies, notes or extracts thereof within seven (7) days of receipt of demand, and (iii) upon request of the Disclosing Party, certify in writing that the Receiving Party has complied with the obligations set forth in this paragraph.

    4. Each party shall retain all right, title and interest to such party’s Confidential Information. No license under any trademark, patent or copyright, or application for same which are now or thereafter may be obtained by such party is either granted or implied by the conveying of Confidential Information. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it and shall not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of Confidential Information it obtains from the Disclosing Party. WITHOUT PREJUDICE TO THE EXPRESS WARRANTIES PROVIDED ELSEWHERE IN THIS PURCHASE ORDER, CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. IN NO EVENT, SHALL THE DISCLOSING PARTY BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION. None of the Confidential Information disclosed by the parties constitutes any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the infringement of trademarks, patents, copyrights, any right of privacy, or any rights of third persons.

    5. Supplier shall obtain Powerfleet’s written consent prior to any publication, presentation, public announcement, or press release concerning its relationship as a supplier to Powerfleet.

  1. DATA PRIVACY

    Each party shall comply with all applicable Privacy Laws in relation to any personal data processed in connection with these Terms and Conditions. Supplier shall process personal data only for the purposes of performing its obligations under this Agreement and shall implement appropriate technical and organizational measures to protect such data against unauthorized or unlawful processing, accidental loss, destruction, or damage. Supplier shall not disclose personal data to any third party except as required by law or with the prior written consent of Powerfleet. Upon request, Supplier shall assist Powerfleet in responding to any data subject requests or regulatory inquiries related to the processing of personal data. Upon termination or expiry of this Agreement, Supplier shall return or securely delete any personal data provided by Powerfleet, unless retention is required by law.

  1. INDEMNIFICATION
    1. As used in this Section 13, a “Claim” is any claim, demand, loss, damage, liability, cost or expense (including professional fees and costs as incurred) for which one party (the “Indemnifying Party”) may be obligated to defend, indemnify and hold the other party (the “Indemnified Party”) harmless.

    2. Supplier shall defend, indemnify and hold Powerfleet harmless from and against any and all Claims as incurred, arising out of or in connection with (i) any act or omission of Supplier (including its Subcontractors) in the performance and delivery of the Work; or (ii) the Work or infringement of a third party’s Intellectual Property Rights or any other rights as a result of Powerfleet’s use of the Work.

    3. Each party will indemnify and hold the other party harmless from and against any and all Claims, as incurred, arising out of any negligent or wilful acts or omissions of the Indemnifying Party which results in personal injury (including death) or damage to tangible property (not including lost or damaged data).

    4. The Indemnified Party will provide the Indemnifying Party with prompt written notice of the Claim and permit the Indemnifying Party to control the defense, settlement, adjustment, or compromise of any Claim. The Indemnified Party may employ counsel at its own expense to assist it with respect to any Claim. The Indemnified Party will not settle a Claim without the prior written consent of the Indemnifying Party (which approval shall not be unreasonably withheld, conditioned or delayed), unless such settlement include a full and unconditional release of the Indemnifying Party from all liabilities in respect of such Claim.

    5. If a third party enjoins or interferes with Powerfleet’s use of any Work, then in addition to Supplier’s obligations under Section 13.2, Supplier will use its best efforts to (i) obtain any licenses necessary to permit Powerfleet to continue to use the Work; (ii) replace or modify the Work as necessary to permit Powerfleet to continue to use of the Work; or if (i) and (ii) are not commercially reasonable, then (iii) promptly refund to Powerfleet the amount paid for any Work with respect to which a third party enjoined or interfered with Powerfleet’s use of the Work.

    6. Nothing in this Section shall limit any other remedy available to the parties.

  1. LIABILITY
    1. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR SET FORTH IN THE PURCHASE ORDER OR OTHERWISE, POWERFLEET WILL NOT BE LIABLE TO SUPPLIER WITH RESPECT TO THE SUBJECT MATTER OF THE PURCHASE ORDER OR RELATED SOW UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS OF THE AMOUNT POWERFLEET PAID TO SUPPLIER IN THE 12 MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO SUCH LIABILITY.

    2. IN NO EVENT WILL POWERFLEET BE LIABLE TO SUPPLIER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THE PURCHASE ORDER, WHETHER OR NOT POWERFLEET WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

    3. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. NOTHING IN THE PURCHASE ORDER LIMITS EITHER PARTY’S LIABILITY FOR BODILY INJURY OF A PERSON, DEATH, OR PHYSICAL DAMAGE TO PROPERTY OR ANY LIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

  1. INSURANCE

    Supplier will maintain insurance covering third-party bodily injury and property damage, as well as any required employee liability coverage, including workers’ compensation. Supplier will also maintain customary insurance for a company of similar size and operations in its jurisdictions and provide Powerfleet with a certificate of insurance upon request.
  1. COMPLIANCE WITH LAWS AND POWERFLEET POLICIES
    1. Supplier shall comply with all applicable local and national laws and regulations pertaining to its performance of its obligations under this Purchase Order. In particular and without limitation, Supplier shall not act in any fashion or take any action that will render Powerfleet liable for a violation of any applicable anti-bribery legislation (including without limitation, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010), which prohibits the offering, giving or promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Supplier or Powerfleet in retaining or obtaining business or in performing the Work. Without limiting the foregoing, to the extent that Supplier is a US federal contractor or covered subcontractor as contemplated in accordance with the applicable laws and regulations, then Supplier agrees that this Purchase Order will be subject to the applicable requirements of 41 CFR 60-1.4 and 29 CFR part 471, Appendix A to Subpart A, and the requirements of 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a), which are incorporated herein by reference. The latter two regulations prohibit discrimination against qualified individuals on the basis of protected veteran status and disability and require affirmative action to employ and advance in employment protected veterans and qualified individuals with disabilities. Supplier’s failure to comply with this provision shall constitute a material breach of this Purchase Order.

    2. In performing its obligations under the Purchase Order, the Supplier shall: (i) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force in the countries in which it is doing business including (but not limited to) the UK’s Modern Slavery Act 2015, and (ii) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.

  1. GOVERNING LAW

    The Purchase Order will be construed in accordance with, and all disputes will be governed by, the laws of the State of Delaware, without regard to its conflict of laws rules. The parties specifically waive application of the UN Convention on Contracts for the International Sale of Goods.

  1. GENERAL
    1. Any notice to be given under the Purchase Order will be in writing and addressed to the party at the address stated on the front of the Purchase Order. Notices will be deemed given and effective (i) if personally delivered, the next business day, (ii) if sent by an overnight service with tracking capabilities, upon receipt; (iii) if sent by fax or electronic mail, at such time as the party which sent the notice receives confirmation of receipt by the applicable method of transmittal; or (iv) if sent by certified or registered mail, within five days of deposit in the mail.

    2. These Terms and Conditions prevail over any other documents, except where the Purchase Order or a written agreement between the parties expressly amends them.

    3. If any provision of the Purchase Order is found to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect, and this shall not be applied in a way that defeats the parties’ intent.

    4. Powerfleet is not liable for delays or failure to perform under the Purchase Order due to causes beyond its reasonable control, including acts of God, government actions, pandemics, war, strikes, riots, fire, or other casualties. In such cases, Powerfleet may terminate the Purchase Order, and its liability will be limited to fees due up to the termination date. Any prepaid fees for Services after termination must be refunded by Supplier.

    5. A party’s decision not to enforce any term of the Purchase Order does not waive its right to enforce that term or any other provision in the future.

[END]


Last Updated: June 10th, 2026
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