UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ANY PURCHASE FOR PRODUCTS IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS.

1. Definitions.

“Buyer” means HighRes BioSolutions Inc.

“Background IPR” means intellectual property rights generated, owned or in possession by a party prior to the Purchase Order or outside the performance of the Purchase Order and used by a party to fulfil its obligations under the Purchase Order.

“Foreground IPR” means intellectual property rights arising from the performance of the Purchase Order.

“Products” means the goods, or any part of the goods agreed to be purchased by Buyer from Seller which is specified on the face of the Purchase Order.

“Purchase Order” means the purchase order placed by the Buyer with the Seller for the supply of the Products.

“Seller” means the legal entity or person identified on the Purchase Order.

2. Purchase Order Acceptance.

The Purchase Order is an offer by Buyer for the purchase of the specified Products from the Seller in accordance with these terms and conditions. Seller acknowledges acceptance of this Purchase Order and all its terms and conditions unless Seller raises exceptions within seven (7) days after the date of this Purchase Order. If exceptions are raised, Buyer and Seller shall negotiate mutually acceptable terms and conditions. If this Purchase Order results from the Seller having acknowledged Buyer’s request for quotation (proposal), then this Purchase Order is considered Buyer’s acceptance of Seller’s offer subject exclusively to the terms contained herein. If Buyer did not issue a request for quotation (proposal), the Purchase Order is Buyer’s offer to Seller to remain outstanding for seven (7) days from date of receipt and when accepted by acknowledgment or by performance in whole or in part, shall become a binding contract subject exclusively to the terms contained herein. Any reference in this Purchase Order to Seller’s or its suppliers’ quotation (proposal) by number or title does not imply acceptance of any terms and conditions in such quotation. Notwithstanding any provision of law to the contrary, any terms and conditions in such quotation which are in addition to, or inconsistent with, the terms and conditions contained in this Purchase Order, are excluded. Failure to return the acknowledgment copy promptly (if attached hereto) may result in a delay in payment of the invoice against this Purchase Order. Acknowledgment must be executed by an officer or other duly authorized employee of Seller.

3. Complete Agreement.

The Purchase Order including any supplementary schedules, exhibits, riders, and attachments annexed hereto by Buyer, contains the complete and entire agreement between the parties with respect to the sale of Products by Seller to Buyer and supersedes any other communications, representations, warranties, understandings, or agreements, of any kind, oral or written, concerning this Purchase Order. These terms and conditions shall prevail over any terms and conditions contained in any other documentation, and expressly exclude any of Seller’s general terms and conditions of sale or any other document issued by Seller in connection with the sale of Products hereunder.

4. Changes.

The Buyer may at any time prior to delivery make changes to the Purchase Order. If such change affects cost or delivery schedules as specified in the Purchase Order, an equitable adjustment shall be made, provided Seller makes a written claim within fifteen (15) days of Buyer’s notification. This clause shall not excuse Seller from proceeding immediately with the Purchase Order as changed. Any changes proposed by Seller or Seller’s subcontractors, to materials, processes, or software, which may affect the form, fit, or function of the Products, and/or the reliability, safety, regulatory compliance, serviceability, performance and warranty of the Products, and/or any approved Product quality plans, must be submitted by Seller prior to implementation in the form of a written change request for Buyer’s approval. For clarification purposes, applicable Product changes may be inclusive of but not limited to, changes of sources of material, components and parts, changes in manufacturing processes, test procedures, manufacturing locations and relocation or replacement of any equipment utilized in manufacturing the Products. Products affected by such changes may not be delivered to Buyer until Seller has received written approval for the changes from Buyer. The change notice must include reason for the change, specific details of the change and, if applicable, supporting data that demonstrates that Product reliability will not be impacted negatively. In addition, Buyer has the right to request Product samples for evaluation prior to approval by Buyer of such Product changes.

5. Advertisements and Public Announcements.

Seller shall not (i) advertise, publish, or otherwise make any public announcements, denials or confirmations concerning any aspect of this Purchase Order, or (ii) otherwise use Buyer’s trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation, or sponsorship, in each case, without prior written consent of Buyer, which may be withheld by Buyer in its sole discretion. If Seller fails to observe this provision, Buyer reserves the right to cancel this Purchase Order without any obligation or liability to the Seller.

6. Suspension and Termination.

6.1 Suspension.

The Buyer may for any reason temporarily suspend the performance of the Purchase Order by giving notice to the Seller. In the event of such suspension, the Seller shall immediately cease all suspended work. The Seller shall not issue any further subcontracts and/or purchase orders relevant to the work and shall, in accordance with buyer’s instructions, make its best efforts to suspend all such subcontracts and purchase orders in the most cost-effective manner and on terms acceptable to the Buyer. The Seller shall continue to perform non-suspended work and shall resume the suspended work upon notification by the Buyer.

6.2 Termination for Convenience by Buyer.

(a) The Buyer may terminate the Purchase Order in whole or in part at any time, at its sole discretion by providing written notice to the Seller.

(b) Standard/ “Off -the- Shelf Products”. If Buyer’s notice of termination pursuant to this Section 6.2(a) is provided after shipment of any Products, then Buyer shall be responsible for the fees associated with the Products shipped prior to Seller’s receipt of notice pursuant to Section 6.2(a). In no event shall the Buyer be obligated to pay for Products associated with a Purchase Order terminated in accordance with Section 6.2(a) that were not shipped prior to Seller’s receipt of such notice.

(c) Bespoke Products. For Products manufactured specifically for Buyer in accordance with Buyer’s specifications, upon such termination, the Buyer’s sole obligation shall be to pay for work satisfactorily performed by the Seller up to the date of termination specified in the termination notice.

(d) Such payments under this Section 6.2(b) and (c) shall constitute the full and final amount payable by Buyer under the Purchase Order.

6.3 Termination for Cause by Buyer.

If Seller breaches any provision of this Purchase Order, Buyer may terminate the whole or any part of this Purchase Order, immediately if the breach is incapable of remedy, or upon ten (10) business days’ notice unless Seller cures the breach within such ten (10) business days after receipt of Buyer’s notice. “Breach” shall, without limitation, include (a) Seller’s failure to provide Buyer, upon request, with reasonable assurances of performance; or (b) any other failure by Seller to comply with this Purchase Order. If Buyer terminates this Purchase Order in whole or in part as provided in this Section 6.3, Seller shall be liable for and pay Buyer for (i)all costs and/or damages suffered by the Buyer arising from such termination including costs incurred by the Buyer in procuring or completing the Products as applicable, by the Buyer or a third party.

6.4 Consequences of Termination.

Upon the effect of the early termination of the Purchase Order including Force Majeure, as applicable, Seller shall:

(a) promptly cease performance of its obligations under the Purchase Order unless advised otherwise in the notice of termination,

(b) at Buyer’s option, promptly deliver the Products or works performed up to the date of termination including copies of applicable plans, drawing, which Buyer is entitled to use under the Agreement.

(c) at Buyer’s option, either destroy or return to Buyer all of Buyer’s confidential information relating to the Purchase Order, and Seller may not make any further use of such confidential information whatsoever, and

(d) at Buyer’s option, either destroy or return to Buyer all materials provided by or on behalf of Buyer and Seller may not make any further use of such material.

6.5 Termination of Purchase Order, however arising, will be without prejudice to the rights of Buyer accrued prior to termination. Terms which expressly or impliedly have an effect after termination will continue to be enforceable notwithstanding termination.

 

 

7. Price and Invoices.
   • The Seller shall not fill this Purchase Order at prices higher than those shown on this Purchase Order. Seller warrants that the prices for Products ordered herein do not exceed prices charged to other customers similarly situated, for similar quantities of products of like quality. The price for the Products shall be fixed and firm and includes all charges for boxing, packing, crating drayage, storage. The Seller warrants that the price stated in the Purchase order is correct and sufficient to support the performance of all its obligations under the Purchase Order and appropriate for the proper and timely performance of the works.
   • The seller shall be entitled to submit an invoice for the Products as soon as delivery has been completed. Where applicable, Seller’s invoice shall identify the country of origin of each Product sold to Buyer and contains other details as specified in the Purchase Order. All invoices shall be posted to the address or emailed to the email address specified in the Purchase Order.
   • Unless otherwise stated in the Purchase Order, payment shall be made by the Buyer to the Seller within ninety (90) days after receipt of a correct and undisputed invoice. Further, if set forth in a Purchase Order, Seller shall provide a prompt payment discount of 3% for payments received within fourteen (14) days net from the later of (i) receipt of the Products furnished under this Purchase Order, or (ii) the date of invoice.
   • If Buyer disputes any charges on an invoice, Buyer will so notify Seller and provide a description of the charges in dispute and an explanation of the reason why Buyer disputes such charges. Buyer will not be obligated to pay any amounts it disputes until the dispute has been resolved to Buyer’s reasonable satisfaction. The parties will work together diligently and in good faith to resolve all disputes as quickly as possible. Neither the failure to dispute any charges prior to payment nor the failure to withhold any amount will constitute, operate or be construed as a waiver of any right the Buyer may otherwise have to dispute any charge or recover any amount previously paid.
   • From the date of the Purchase Order until six (6) years after the end of the year the Products are delivered, Buyer or its authorized representative has the right, during normal business hours to audit all Seller documentation relating to the Product to ascertain Seller’s compliance with the Purchase Order.
   • Except to the extent otherwise provided in this clause, each Party agrees to be responsible for its own taxes applicable under all applicable laws, including taxes based on a Party’s income, unemployment, social security and other payroll and wage taxes. Except for those taxes noted herein, no extra charges of any kind, including, without limitation, transportation charges, will be allowed unless agreed to in writing by Buyer.   Buyer will pay all sales taxes due on the supply of the Product to the Buyer, excluding any withholding or export taxes, inter-company taxes, or taxes based on Seller’s income or property, or provide to Seller customary proof that the transactions are exempt from such taxes. The Seller shall be responsible for properly calculating and invoicing all applicable taxes on the supply of the Products. To the extent Seller is required to collect any such taxes under applicable law, the Seller shall separately state the amount of tax due on its invoices to Buyer and such invoices will include either Seller’s sales tax or use tax permit number. In addition, Seller shall provide and make available to Buyer any information regarding the computation of any such taxes as reasonably requested by Buyer. Seller will pay any other taxes and charges, including, without limitation, taxes on net income of Seller such as any gross receipts, capital, or similar taxes that are based or assessed on income, net profit or loss, assessments or fines arising from Seller 's performance of the Purchase Order, or penalties, interest, fines, fees or other additions to tax imposed, charged or incurred as a result of Seller’s failure to collect and pay taxes when due, failure to file or pay collected sales or use taxes, failure to verify taxability of a purchase, or failure to calculate or remit taxes in a timely manner.

 

8. Inspection, Testing, Packing, and Shipment.

8.1 Inspection and Testing. Seller shall verify that all Products meet all specifications before shipment. Seller upon request shall give Buyer reasonable notice of such verifications and Buyer may be represented thereat. Seller upon request shall supply Buyer with a certified true copy of Seller’s test results. All Products will be subject to Buyer’s inspection and test prior to acceptance. Payment, in whole or part, will not constitute acceptance. Buyer may reject any non-conforming Product and return it to Seller at Seller’s risk and expense at the full invoice price plus all applicable inspection, test, boxing, packing, crating, transportation, and other related costs. Alternatively, Buyer may, with Seller’s express permission and agreement to reimburse Buyer, rework all or part of Seller’s non-conforming Product. At Buyer’s option, Seller agrees to negotiate in good faith regarding an equitable reduction in the price of non-conforming material which Buyer agrees to accept in a use-as-is condition. Buyer, or its representative, may inspect any Seller’s location engaged in the performance of this Purchase Order and may inspect or test Products to be delivered hereunder during manufacture, processing, or storage. If the Buyer, or a representative of the Buyer, makes any inspection or testing on the premises of Seller, Seller shall provide all reasonable facilities and assistance for the safety and convenience of such personnel. If as a result of any testing by Buyer or Seller, Buyer finds that the Products do not comply with the Purchase Order or are unlikely to comply upon completion, Buyer shall inform Seller in writing and Seller shall take action to ensure compliance. Neither payment, acceptance, inspection, checking, nor approval on behalf of the Buyer shall relieve Seller of liability for failure to conform to Purchase Order requirements.

8.2 Packing and Shipment. Products shall be suitably packed to ensure the Products are delivered in an undamaged condition, secure lowest transportation costs, and conform to the requirements of common carriers and any applicable specifications. All shipments containing hazardous materials/dangerous goods shall comply with all applicable regulations. Seller shall provide hazardous material data sheets promptly upon request. Seller shall comply with Buyer’s shipping instructions, including using the shipper account number provided by Buyer in its shipping instructions. Unless otherwise specified by the Buyer, all shipments shall be FCA (Incoterms 2020) Buyer’s specified location. The Purchase Order number must appear on all packages, with itemized packing slips referencing the Purchase Order number with each delivery. Where transportation charges are to be prepaid by Seller and billed to Buyer, the amount shall be separately indicated on the invoice and, upon Buyer’s request, substantiated with receipts.

8.3. Over-shipment. Subject to inspection and acceptance, Buyer will be liable for payment only for quantities ordered and delivered. Over-shipments shall be held at the Seller’s risk and expense for a reasonable time awaiting shipping instructions. Shipping charges for returns shall be at Seller’s expense.

9. 9. Delivery.

9.1 Time is of the essence. The Seller shall deliver strictly in accordance with the quantities and schedules set forth in the Purchase Order. All Products shall be delivered to the address specified in this Purchase Order during Buyer’s normal business hours. Buyer’s representatives shall, during Seller’s normal business hours, have access to Seller’s plant for the purpose of assuring delivery in accordance with the delivery schedule. Seller shall report delays in shipment immediately to Buyer.

9.2 If Seller should fail to deliver the Products by the date of delivery or any extended date of delivery granted by Buyer at Buyer’s sole discretion, Buyer reserves the right without prejudice to any other rights which the Buyer may have, to (a) cancel this Purchase Order in whole or in part, and (b) purchase other products of the same or similar description from elsewhere and recover from the Seller the amount by which the cost of purchasing such other goods exceeds the Purchase Order. Buyer may also, without limiting its other remedies, direct expedited routing, and any increased costs due to expedited routing shall be paid by Seller.

9.3 Unless otherwise specified herein, no deliveries shall be made in advance of the Buyer’s delivery schedule. Seller’s delay or default caused by Seller’s subcontractor’s delay or default shall be excusable only if it arose out of causes beyond the control of both Seller and subcontractor, without the fault or negligence of either of them, and the supplies or services to be furnished were not obtainable from other sources to permit Seller to meet the required delivery schedule.

10.Title and Risk of Loss.

Title and risk of loss of the Products shall pass to Buyer upon delivery (Incoterms 2020), except that Seller shall retain the risk of loss for Products which Buyer does not accept or rejects.

11. Rejection.

11.1 If any of the Products do not comply strictly with the Purchase Order, the Buyer may reject them within a reasonable time after delivery and irrespective of whether such Products have been accepted or paid for.

11.2 The Seller shall forthwith replace any such rejected Products with Products which conform to the Purchase Order.

11.3 If the Seller does not replace the rejected Products forthwith the Buyer shall have the right to purchase replacement Products of the same or similar description elsewhere, and without prejudice to any other rights which the Buyer may have against the Seller, to recover from the seller: (a) any payments made in respect of the rejected Products; and (b) the difference between the price of the rejected Products and the price of the replacement Products.

11.4 The Buyer may return any rejected Products to the Seller carriage paid and at the Seller's cost and risk.

12. Warranty.

12.1 Seller expressly warrants that all Products delivered hereunder will: (a) conform strictly to specifications, drawings, performance standards, samples or other requirements furnished or specified by Buyer; (b) be of new material, (c) be free from defects in material and workmanship; (d) be of merchantable quality; and (e) be fit and sufficient for the purposes intended. Such warranties shall survive any inspection, delivery, acceptance, or payment by Buyer of, or for, the Products, (except as otherwise stated in the Purchase Order for a period of twelve (12) months following date of delivery.

12.2 Buyer’s remedies under these warranties shall include at Buyer’s election (a) return and full refund of the purchase price paid by Buyer for such Products, (b) repair by Seller at Seller’s cost and risk of any Products found to be defective in violation of these warranties, or (c) replacement of Products with new products that conform to the above warranties. Any Products so replaced or repaired shall be subject to the same obligations for a further defects liability period of twelve (12) months from the date of re-delivery of replacement or repair. Seller shall be responsible for all shipping and other costs and expenses in connection with return and/or replacement of defective Products.

12.3 Seller shall effectuate non-conforming repairs or replacements under this Section 12 within five (5) business days of Seller’s receipt of a notice of defect. If Seller fails to repair or replace such nonconforming Products within such five (5) business days period, Buyer shall have the right to (a) have the work of repair or replacement undertaken by a third party and recover the costs of so doing from the Seller, or (b) reject the non-conforming Products, and without prejudice to Seller’s other remedies, Seller shall refund the Buyer the purchase price paid by Buyer for such Products.

13.Title to Specifications and Confidentiality.

13.1 Buyer shall at all times, have title to all designs, specifications, drawings, performance standards, samples or other requirements furnished or specified by Buyer to Seller, and Seller shall, upon Buyer’s request, or upon completion of the work, promptly return all such information and copies thereof to Buyer. Seller shall not disclose, in any manner or to any other party, including any subcontractor, any information whatsoever supplied by Buyer, without prior written consent from Buyer. Seller agrees to maintain all such information under secure conditions using at least the same level of security as Seller uses in protecting Seller’s own information, but not less than a reasonable degree of care. Seller covenants and agrees that any Products manufactured using Buyer’s information will be sold only to Buyer or Buyer’s designee, and for a period of five (5) years from the date of this Purchase Order, Seller shall not, without Buyer’s prior written consent, either directly or indirectly, manufacture, sell, or distribute any Products or products substantially similar to the Products produced using Buyer’s information.

13.2 Any information Seller discloses to Buyer incident to this Purchase Order shall not, unless specifically agreed to in writing by Buyer, be considered confidential or proprietary information, and shall be acquired free from any restrictions. No employee of Buyer has authority to make any agreement, express or implied, limiting the use of, publication of, or providing for confidential treatment of, information or suggestions of whatever kind received by him, unless such agreement is made in writing and signed by an officer of Buyer.

13.3 Seller acknowledges that its satisfaction of the covenants and agreements set forth in this Section are necessary to protect the business, goodwill, and other proprietary interests of Buyer and that a breach of such covenants or agreements may result in irreparable and continuing damage to Buyer for which there may be no adequate remedy at law. Seller agrees that in the event of any breach of the foregoing covenants or agreements, Buyer shall be entitled to injunctive relief without the necessity of proof of actual damages.

13.4 If the scope of any restriction contained in this Section is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted by law, and Seller hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce or interpret such restriction.

14. Intellectual Property.

14.1. All Background IPR shall belong to the party owning or introducing the same. Nothing in the Purchase Order shall affect ownership of Background IPR.

14.2 Each party hereby grants a royalty free, nonexclusive license to the other party to use its Background IPR for the performance of its obligations under the Purchase Order.

14.3 All Foreground IPR shall belong solely to the Buyer. Seller warrants that it shall do all such things necessary as to ensure title is transferred to Buyer as sole owner and beneficiary.

14.4 The Seller warrants that the Products and the sale, lease, or use of the Products will not infringe any United States or foreign patent, trademarks, copyrights, design, or other intellectual property rights. Seller agrees to defend, indemnify and save harmless Buyer, its successors, assigns, customers and users of its products from and against, all suits, at law or in equity, and any and all costs and expenses (including reasonable attorneys’ fees), liabilities or other losses arising from, or by reason of, any actual or claimed infringement of such patents, trademarks, copyrights, design, or other intellectual property rights except where the Products furnished hereunder by Seller are manufactured in accordance with designs, drawings or specifications furnished by Buyer. Seller shall give Buyer prompt written notice of any infringement claim.

15. 15. Buyer’s Property and Tooling.

15.1 Buyer’s Property. All materials and tools, including all dies, tools, gauges, fixtures, equipment, molds and patterns furnished or specifically paid for by Buyer, shall be the property of Buyer, subject to removal at any time without additional cost upon demand by Buyer, used only in filling orders from Buyer, kept separate from other materials or tools, and clearly identified as the property of Buyer. The Seller assumes all liability for loss or damage to such material, except for normal wear and tear, and agrees to supply detailed statements of inventory promptly upon request. Where Buyer has agreed to pay for tooling, Buyer shall make payment only upon acceptance of the first run of Products fabricated therewith.

15.2 Tooling. The Seller at its own expense shall furnish, keep in good condition and replace, when necessary, all dies, tools, gauges, fixtures, equipment, molds and patterns necessary for the production of the Products. Buyer has the option to take possession of and title to any dies, tools, gauges, fixtures, equipment, molds, and patterns that are special for the production of the Products covered by this Purchase Order and, solely with respect to such tooling that is not Buyer property under Section 15, shall pay to Seller the unamortized cost thereof, except when the Product ordered is the standard product of Seller or if a substantial quantity of like product is being sold by Seller to others.

16. Assignment of Rights and Subcontracting. Seller shall not assign this Purchase Order or subcontract any work related to this Purchase Order without the prior written consent of Buyer. The consent of the Buyer shall not however be required for the sub-contracting of any item for which the sub-contractor is named in the Purchase Order. The Seller shall be responsible for all work done and goods supplied by sub-contractors as if the work had been done or the goods supplied by Seller.
17. Insolvency and Bankruptcy. Without prejudice to any other rights Buyer may have, Buyer shall be entitled to cancel any part of this Purchase Order without any liability whatsoever in the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Seller, or in the event of the appointment, with or without Seller’s consent, of an assignee for the benefit of creditors or of a receiver.
18. Quality Requirements. (a) Seller shall document, implement and maintain an industry acceptable quality management system. Where appropriate, a specific quality management system may be required and specified in the Purchase Order. If Supplier is not certified to an acceptable quality standard, Buyer may perform a Supplier audit per the requirements of the applicable standard. When requested by the Buyer, Supplier will execute a supplier quality agreement in a form provided by Buyer. (b) Buyer will identify non- conforming Products in accordance with Buyer’s internal inspection procedures and notify the Seller of such non-conformance in writing, and where warranted, by issuing a more formal Supplier Corrective Action Request. In all instances Seller shall acknowledge receipt of notice in writing and provide an initial written status response back to Buyer within three (3) business days. The Seller will investigate the non-conformance and implement correction and/or corrective actions, as required. Seller will provide Buyer with a summary report, including a summary of any investigations and corrective actions within the agreed upon timeline. In addition to all other rights or remedies available to Buyer under this Purchase Order and at law or in equity for defective/non-conforming Products, if two percent (2%) or more of any Product shipped by Seller during a rolling three calendar month period do not meet Buyer’s product specifications (a “Non-Conforming Product”), Seller shall make payment to Buyer in an amount equivalent to fifteen percent (15%) of the aggregate price of all such Non-Conforming Products. Seller will provide such payment to Buyer within sixty (60) days of receiving Buyer’s written notice. The calculation for determining the two percent (2%) threshold is the following: the total number of each Non-Conforming Product received by Buyer during the applicable rolling three calendar month period, divided by the total number of the same Product received by Buyer during the same period.
19. Liability and Insurance.

19.1. Seller’s Indemnity. Seller shall indemnify, defend and hold Buyer and its affiliates and their directors, officers, employees and agents harmless from and against any and all actions, claims, liabilities, costs, damages and expenses (including reasonable attorneys’ fees) arising out of, resulting from or caused by (i) any breach or alleged breach of the terms of the Purchase Order, or (ii) any negligent act or willful misconduct of Seller in the performance of the Purchase Order. This indemnity shall survive the termination of the Purchase Order.

19.2. Seller’s Insurance.

(a)During the performance of the Purchase Order and for six (6) years following the delivery date of the Products, the Seller shall at its own cost arrange and maintain with reputable insurance companies acceptable to Buyer, the insurance coverages set out below.

(i)Workers Compensation and Employer’s Liability Insurance sufficient to satisfy all applicable laws and regulations of each jurisdiction in which Seller and its employees are performing work on behalf of Buyer,

(ii) Product and Third-Party Liability Insurance of a minimum limit of $1,000,000 per claim, and

(iii) General Commercial Liability insurance of a minimum limit of $1,000,000 per claim.

(b) Upon request, Seller shall provide Buyer with certificates of insurance evidencing coverage (including the effective and expiration dates of policies), and Seller shall provide at least thirty (30) days prior written notice to Buyer of cancellation or material modification of the policy. For the avoidance of doubt, any policy amounts or limitations will not in any event be construed as limitations or expansions on Seller’s liability under the terms of the Purchase Order. If Seller or its representative performs work on Buyer’s premises, Seller agrees that both shall be bound by Buyer’s security and safety policies. The Product and Third-Party Liability Insurance policy shall either (i) name Buyer as an additional insured or (ii) include an indemnity to principal clause recognizing the Buyer. Insurance deductibles shall be Seller’s sole responsibility.

19.3. Exclusion of Indirect and Consequential losses and Damages. Except for a Party’s liability for breach of Clause 13 (Title to Specifications and Confidentiality) breach of Clause 20 (Compliance with Laws), breach of Clause 21 (Export Controls Compliance) or liability arising out of a Party’s gross negligence or wilful misconduct, neither Party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution nor otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Purchase Order, whether foreseeable or not under the Purchase Order.

20. Compliance with Laws.

20.1 Seller shall obtain all licenses, permits, and authorizations required for the performance of the Purchase Order. Seller represents and warrants that it complies with all federal, state, and local statutes and regulations and other legal requirements applicable to this Purchase Order, including but not limited to those related to anti-corruption and anti-bribery, the regulation of health, safety, environment, welfare, production, storing, handling and delivery, inclusive of but not limited to, regulations and directives, e.g., REACH, RoHS, Conflict Minerals regulations, labor laws, environmental laws, Custom Trade Partnership against Terrorism (CTPAT), and product safety laws, that apply within the countries where Products will be distributed and/or within the countries of operation. Upon request by Buyer, Seller shall promptly furnish Buyer with a current certificate of compliance with applicable laws. Additionally, Seller shall provide Buyer any and all information or material required for either Buyer or Buyer’s customers to comply with all laws, regulations, rules, guides, ordinances and/or standards, including, without limitation, Material Safety Data Sheets.

20.2 Seller shall, upon no less than fourteen (14) days prior written notice, grant Buyer, Buyer’s customer and/or a reputable third-party appointed by Buyer the right of reasonable access to any premises of the Seller within ordinary business hours to inspect and take copies from records applicable to the performance of the Purchase Order and the Seller will provide all reasonable assistance during the performance of the Purchase Order and for two (2) years after the termination or completion thereof, howsoever caused, for the purposes of allowing Buyer to obtain such information as is necessary to:

(a) fulfil Buyer’s obligations to supply information for judicial purposes;

(b) audit Seller’s quality measures and how Seller is rendering the Services to Buyer; and

(c) audit the Seller’s compliance with its obligations under the Purchase Order.

provided, however, that such audit will not include any access to the Seller’s general cost structure or to any confidential information relating to the other customers of the Seller. The Seller shall, within the notified audit scope co-operate free of charge in scheduling and carrying out these audits. If non-conformities are identified during these audits, the Seller and Buyer will discuss the non-conformities and work together cooperatively, diligently and in good faith to identify and implement corrective action(s). Corrective action(s) shall be agreed upon within thirty (30) days and the Seller shall initiate and implement such action(s) within the timeframe agreed upon. Information provided or obtained as a result of an audit will be treated as Confidential In-formation under the terms of this Purchase Order.

21. Export Controls Compliance.

Seller hereby certifies that neither it nor any of its affiliates, officers, directors, or employees, have been previously or are currently, included in any list of sanctioned or restricted entities, groups, organizations or individuals, as such lists may be maintained and updated by any “Governmental Authority” (including without limitation any agency or department of the United States government, the European Union, any member state of the European Union and the United Nations, and any other jurisdiction where Buyer is currently established and/or engaged in business operations) or owned or controlled by, or affiliated with any such entities, groups, organizations or individuals. Buyer may periodically screen the name of Seller and its known affiliates, officers, directors, or employees against the above-mentioned lists. Seller shall not supply to Buyer any parts, materials, components, assemblies or other items that originate in or have been imported, directly or indirectly, from those countries under trade sanction or trade embargo, enforced and periodically updated by the United States government, the United Kingdom and/or the European Union and its member states. Seller shall comply with all applicable legal and regulatory requirements relating to the importation and/or exportation of the Products and provide Buyer with all required and/or requested information and documentation, including but not limited to, the country of origin, the applicable Harmonized System Code and the Export Control Classification Number of each Product. In the event of any change in the above-mentioned information, Seller shall immediately notify Buyer of such change in writing and provide Buyer with revised and updated information and documentation.

22. Disputes, Governing Law and Venue.

22.1 Disputes. Any dispute arising out of or in connection with the Purchase Order will be resolved through the following procedures below.

(i) The parties shall attempt to resolve the dispute amicably through good-faith negotiation within fourteen (14) days after either party provides written notice of the dispute.

(ii) If the dispute is not resolved through negotiation, the parties shall engage in mediation administered by a mutually agreed-upon mediator. If mediation fails, the parties may pursue litigation.

22.2 Governing Law. The Parties intend that the laws of the State of Massachusetts shall govern and be used to interpret and enforce this Purchase Order without regard to its conflict of laws rules. If any instances occur when the laws of the Commonwealth of Massachusetts would require the law of another jurisdiction to be applied to this Purchase Order, the Parties do not wish the other jurisdiction’s law to be applied and instead intend for Massachusetts’s law to be applied even in those situations.

22.3 Venue. The Federal and State courts of located in Suffolk County, Massachusetts shall have sole and exclusive jurisdiction to hear and determine any dispute or controversy arising under or concerning this Purchase Order.           

23. General Provisions.

23.1 Force Majeure. Neither Party is responsible for delays or failures to perform its responsibilities under this Purchase Order due to causes beyond its reasonable control, including but not limited to act of God, acts of government, floods, fires, earthquakes, tornados, civil unrest, acts of terror, provided however, that the Party so affected will promptly resume performance as soon as reasonably practical. Whilst performance is suspended and has been so for more than fourteen (14) days, Buyer may terminate the Purchase Order by immediate written notice.

23.2 Remedies. The rights and remedies provided by Buyer herein shall be cumulative and in addition to any other rights and remedies provided by law, or equity.

23.3 Waiver. Waiver of a breach of any provision of this Purchase Order shall not constitute waiver of full compliance with such provision nor shall it be construed as a waiver of any other breach, right, remedy or provision.

23.4 Notices. All notices shall be given in writing and be personally delivered or sent by postage prepaid mail addressed to the parties at their addresses set forth in the Purchase Order or as otherwise designated to the other by written notice.

23.5. Severability. If any provision herein is deemed unenforceable by a court of competent jurisdiction, the other provisions shall remain in full force and effect as if the unenforceable provision had not been included.

23.6 Set-Off. All claims due or to become due from the Buyer shall be subject to deduction by the Buyer for any setoff or counterclaim arising out of this or any of Buyer’s transactions with Seller.