Terms and Conditions of Purchase

1. APPLICABILITY; OBJECTION TO OTHER TERMS AND CONDITIONS.  These Terms and Conditions of Purchase (the “Terms”) shall apply to every purchase of materials (the “Materials”) and/or services (the “Services”) (collectively the Materials and the Services shall be referred to herein as the “Work”) by Verdant Specialty Solutions Global Holding Corp. and its affiliated companies (collectively the “Buyer”) and shall become a material part of every contract involving such purchases from any party that sells Work to Buyer (each a “Supplier”).  Such contract may take the form of purchases under any document labeled a “Purchase Order”, “Release”, “Work Order” or similar (each a “Purchase Order”) or any other writing entered into between Buyer and Supplier for the purchase of Work, including any electronic correspondence from Buyer to Seller confirming any oral arrangements for the purchase of Work (each a “Purchase Contract”).  To the extent a Purchase Order or Purchase Contract is issued by Buyer to Supplier, that document shall be deemed to automatically incorporate these Terms, regardless of whether such incorporation is expressly made in such document.  The term “Contract Documents” means a Purchase Order or Purchase Contract and all technical specifications and drawings prepared by Buyer or Supplier, provided that Supplier prepared specifications and drawings have been accepted by Buyer in writing (the “Specifications”).  The Contract Documents, together with these Terms, constitute the sole and entire agreement between the parties hereto with respect to the subject matter hereof.  Under no circumstances shall the Contract Documents include any terms and conditions proposed by Supplier, whether included on a Supplier invoice or written acceptance of the Purchase Order, Purchase Contract, Specifications or otherwise, unless such Seller terms and conditions are expressly acknowledged in a writing executed by an authorized employee of Buyer.  The parties agree that the battle of the forms section of the Uniform Commercial Code as adopted by the State of Texas (“UCC”) §2-207 does not apply to the Contract Documents or to any invoice or acceptance form of Supplier relating to the Contract Documents.  In the event of a conflict between these Terms and any Contract Document, the Contract Document shall control.  If Supplier discovers any ambiguities or discrepancies in the Contract Documents, Supplier shall immediately submit the matter to Buyer for its determination and shall comply with the determination of Buyer in such matter.  In the event the Work is subject to a Purchase Order, Supplier agrees to include that Purchase Order number on all packing slips, invoices and other documentation issued pursuant to that Purchase Order.

2. UNIT OF MEASURE; QUANTITY.  Materials shall be supplied in the units of measure specified in the Contract Documents and any documentation and/or data supplied by Supplier in connection therewith shall also refer to such units of measure, unless otherwise agreed to by Buyer in writing.  Notwithstanding any statement or forecast of quantity by Buyer or any course of dealing between the parties, Buyer shall not be required to order, take or pay Supplier for any fixed minimum quantity of Work or any specific quantity of Work unless specifically agreed to by Buyer in the Contract Documents.

3. PRICING; TAXES.  Prices for all Work shall be as specified in the Contract Documents.  Such prices shall include all charges for packing, loading and delivery to the designated point of delivery and no extra charges of any kind will be allowed unless prior written consent thereto is provided by Buyer.  Buyer shall not be liable for any federal excise taxes, state and/or local taxes or custom duties unless such taxes or duties are shown separately on Seller’s invoice.  In addition, Supplier agrees that the prices are not in excess of Supplier’s list, catalog or published prices, higher than prices charged to other buyers purchasing similar goods and services and/or in excess of the prices permitted under any applicable law, government decree, order or regulation.

4. PAYMENT TERMS; INVOICING; SETOFF.  Payment shall be made on the basis and at the times set forth in the Contract Documents for Work delivered in full conformity with the Contract Documents.  Unless otherwise agreed, Supplier must deliver the full quantity of Work specified in the Contract Documents before any invoice shall be issued by Supplier and any payment shall become due from Buyer.  Unless otherwise agreed, Supplier shall email invoices along with supporting documentation, including any applicable bills of lading, to Buyer’s designated email address no later than one business day after shipment is made to Buyer or by end of the month for Services performed during such month.  Any delay in receiving invoices, or any errors and omissions on an invoice, shall be considered cause for withholding payment without losing any cash discount privileges or incurring any penalty.  Payment shall be made against such invoices and supporting documentation.  If not otherwise provided for in the Contract Documents, Buyer shall pay Supplier within sixty-five (65) days from the end of the month that Buyer receives Seller’s correct invoice together with such required supporting documentation.  For the avoidance of doubt, Buyer’s time period to pay Seller’s invoice as set forth above shall not commence until such time as Supplier provides Buyer with a correct invoice which is free from all errors and omissions.  Buyer shall have the right to protest any charge contained in any invoice.  In the event of such protest, Buyer shall have the right to withhold the disputed portion from the payment otherwise due hereunder without penalty, provided Buyer gives Supplier notice of the dispute.  In addition, Buyer shall have the right to credit toward the payment of any monies that may become due Supplier under the Contract Documents, any sums which are now or hereafter may be owed to Buyer by Supplier.  Buyer may require Supplier to execute a lien release and certification of full payment satisfactory in form and content to Buyer as a condition to making payment to Supplier.  All payments due to Supplier shall be paid in United States dollars or other applicable currency as determined by Buyer.  It is the sole responsibility of Supplier to provide clear and timely notification to Buyer of any changes to payment instructions.  In the absence of any such confirmation, Buyer will pay according to previously provided or last known banking or remit-to information.

5. Protection from Liens. Supplier shall timely pay and discharge all claims to its sub-suppliers and subcontractors for Work furnished to Buyer hereunder and shall allow no lien, claim or charge (collectively “Charges”) to become fixed upon any property of Buyer.  Supplier shall defend, indemnify and hold harmless Buyer against any and all such Charges.  In the event of any such Charges, Buyer shall have the right to withhold payment from Supplier of an amount sufficient to satisfy such Charges together with all expenses, costs or legal fees related thereto.  Supplier hereby waives and releases Buyer from all claims, demands, liens, security interests and other rights of every kind and character, whether constitutional, statutory, contractual, tortious or equitable, that Supplier now holds or may acquire in, on or against the property of Buyer now owned or hereafter acquired. 

6. TIMING.   Time is of the essence with respect to the satisfactory performance of the Work by Supplier by the delivery date indicated in the Contract Documents.  Supplier shall promptly notify Buyer whenever it appears that Supplier will not be able to satisfactorily perform the Work by the delivery date specified.  Buyer reserves the right to terminate the Contract Documents, at no expense to Buyer, if the Work is not satisfactorily performed by the delivery date. Notwithstanding any other right or remedy available to Buyer, in the event Supplier fails to satisfactorily perform the Work by the delivery date, Buyer at its discretion may charge to Supplier, and Supplier agrees to be liable for, any economic loss suffered by Buyer due to Supplier’s failure.  For the avoidance of doubt, Contract Documents may be considered rated orders under the U.S. Defense Priorities and Allocations System.  If the Contract Documents are considered such, Supplier shall follow all of the provisions of the Defense Priorities and Allocations System regulations (15 C.F.R. Part 700).

7. Transportation; Risk of Loss.  Unless otherwise specified in the Contract Documents, all Materials supplied hereunder shall be delivered, and risk of loss shall pass, to Buyer DAP Buyer’s site per the Incoterms® 2010.  Delivery procedures for all Materials supplied hereunder shall be set forth in the Contract Documents.  Unless otherwise agreed to by Buyer, Supplier shall use its own trucks, contract carriers and/or common carriers as agreed to by Buyer.  Drivers and other delivery personnel are required to abide by Buyer’s safety regulations, confidentiality requirements and rules of conduct while on Buyer’s property, in addition to abiding by all rules and regulations imposed by law.  Supplier shall be responsible for proper packaging of all Materials to be delivered to Buyer.  All Material packaging (boxes, bags, envelopes, etc.), loose pieces of material and packing lists shall be identified by the Purchase Order number the Purchase Order Line Item Number, as well as Supplier’s and/or Manufacturer’s Part Number.  Supplier agrees to include Buyer’s item description on all packing slips.

8. RETURNS; EXCESS QUANTITIES.  Buyer may, at its discretion, return any Materials for any reason whatsoever, if in same condition as received from Supplier, within thirty (30) days of receipt by Buyer.  Seller shall refund Buyer for the purchase price of such returned Material.  Buyer shall not be liable for payment for Materials delivered to Buyer that are in excess of the quantities specified on the Contract Documents.  Supplier agrees to accept for return, at its expense including transportation charges, excess Materials delivered to Buyer, provided such Material is in same condition as received from Supplier.  If Supplier refuses the return thereof, the excess Materials shall be deemed abandoned by Supplier and Buyer may dispose of the same without further liability to Supplier.

9. SUBCONTRACTING.  Supplier shall directly provide all  Work covered by the Contract Documents.  Supplier’s use of any subcontractors shall be subject to Buyer’s prior written consent, which may be given or withheld for any reason whatsoever.

10. TITLE TO DRAWINGS AND SPECIFICATIONS.  Buyer shall at all times have title to all drawings, Specifications and other documents supplied or prepared by Buyer and/or by Supplier in connection with the furnishing of the Work hereunder, further provided that: (a) any work of authorship, including any engineering drawings, produced by Supplier in its performance of the Contract Documents (a "Composition”) shall, to the extent such Composition embodies a work of authorship within the definition of a "work made for hire” under 17 U.S.C. §101, be considered a work made for hire hereunder and all right, title, and interest in and to such Composition shall immediately vest in Buyer upon creation of such Composition; and (b) Supplier hereby irrevocably agrees to assign and hereby assigns to Buyer without further consideration, all right, title and interest in and to any Composition which is not considered a work made for hire within the meaning of sub-clause (a) of this Section 10.  Supplier agrees to execute, without cost to Buyer, any documents requested by Buyer to further evidence and confirm Buyer’s ownership of all rights therein.  Supplier shall hold the Composition in confidence and use the same only to the extent necessary in connection with the supply of Work to Buyer and shall, upon Buyer’s request, promptly turn over to Buyer all copies of same.

11. WARRANTY; SPECIFICATIONS; CHANGE.  Supplier hereby represents and warrants that it is legally authorized to sell, deliver and perform the Work.  If the Work consists of the supply of Materials, Supplier hereby additionally represents and warrants that the Materials supplied will be: (a) in strict conformance with the Specifications, Contract Documents and all applicable performance and material standards; (b) new (unless otherwise agreed); (c) merchantable and free from defects in materials and workmanship; (d) fit for the purpose contemplated by Buyer; and (e) produced in compliance with all applicable laws, rules and regulations, including the Occupational Safety and Health Act of 1970, as amended (“OSHA”).  Supplier further represents and warrants that the use or sale of the Materials will not infringe any third-party patent or other intellectual property right; provided, however, that Supplier does not warrant against infringement by reason of the use of the Materials in combination with other materials or in the operation of any process except to the extent such use or operation is under the instruction of Supplier or, provided further, that such infringement would not have occurred but for the use of the Materials in combination with other materials or in the operation of any process.  If the Work consists of the performance of Services, Supplier hereby additionally represents and warrants that the Services will be performed: (a) in strict conformance with the Specifications, Contract Documents and all applicable performance standards; (b) in a professional and workmanlike manner employing the best standards of care normally practiced by persons performing similar services, so that such finished Services will be complete and free from faults and defects; (c) with due diligence; and (d) in accordance with all applicable industry codes and applicable laws, rules and regulations, including OSHA.  Any Work which is rectified by Supplier as provided for herein shall be similarly warranted from its acceptance by Buyer.

12. TERMINATION FOR CONVENIENCE.  Buyer may, at any time, terminate any Contract Documents in whole or in part by written notice to Supplier.  In the event of such termination, Supplier shall immediately stop all Work hereunder, and shall immediately cause any of its suppliers and subcontractors to cease such Work.  Supplier shall be paid a reasonable termination charge consisting of a percentage of the Contract Documents price reflecting the percentage of the Work performed prior to the notice of termination, plus actual direct, documented costs resulting from the termination.  Supplier shall not be paid for any Work done after receipt of the notice of termination or for any costs incurred by Supplier or Supplier’s suppliers or/and subcontractors which could reasonably have been avoided.

13. DEFAULT; TERMINATION.  The following shall constitute a default of Supplier hereunder: (a) the failure of Supplier to perform any of its obligations hereunder, which failure is not cured within ten (10) days following written notice to do so (the “Cure Period”); (b) the filing by Supplier of a voluntary petition or answer seeking any arrangement, composition, liquidation or similar relief under any law or regulation relating to bankruptcy, insolvency or other relief for debtors; (c) the adjudication of Supplier as a bankrupt or insolvent; (d) the making by Supplier of a general assignment for the benefit of creditors; I the admission by Supplier of its inability to pay its debts generally as they become due; or (f) the filing of a petition against Supplier seeking any arrangement, composition liquidation or similar relief under any law or regulation relating to bankruptcy, insolvency or other relief for debtors, and such petition is not dismissed or discharged within sixty (60) days of filing.  Upon the occurrence of a default by Supplier hereunder and failure to cure during the Cure Period, if applicable, Buyer may immediately terminate any Contract Documents by providing written notice thereof to Supplier.  Buyer’s right to termination hereunder shall be in addition, and without prejudice, to any other rights or remedies, at law or in equity, which Buyer may otherwise have.

14. COMPLIANCE WITH LAWS.  Supplier warrants that the Work performed under the Contract Documents by it and its sub-suppliers and subcontractors has been produced or furnished in full and complete compliance with all applicable federal, state, county and municipal laws, ordinances and regulations.  Supplier further warrants that it and its sub-suppliers and subcontractors shall comply with all laws applicable to the Contract Documents, including laws relating to the protection of personal data, and each further certifies that all Work provided is not produced in violation of the Fair Labor Standards Act of 1938, as amended.

15. PERFOMANCE OF SERVICES ON A BUYER SITE.  At all times that Supplier’s employees, subcontractors or agents (collectively the “Supplier Personnel”) are at any site of Buyer, and in addition to Supplier’s own safety requirements, Supplier acknowledges and agrees to comply with Buyer’s safety requirements and shall ensure that all of Supplier’s Personnel doing work on the site are familiar and comply with Buyer’s rules and requirements at any such site.  In addition to complying with all safety and health provisions contained in Supplier’s and Buyer’s policies and requirements, Supplier shall also abide by any and all safety and health rules and standards established by OSHA, and shall provide Buyer with a copy of all accident reports prepared by or submitted to Supplier occurring at any such site, including but not limited to all OSHA illness and injury reports.  By accepting the Contract Documents, Supplier acknowledges and agrees that it and any and all Supplier Personnel performing Work at a Buyer site have read such rules and will abide by them.  Any equipment provided by Buyer to Supplier for the benefit of Supplier Personnel performing the Work hereunder is provided on “n "as is” basis with no warranty of performance, and Supplier has the sole risk and liability to ensure that such equipment is fit for the use intended and in proper working order.  Supplier has a duty to inspect such equipment prior to use, and agrees to defend, indemnify and hold harmless Buyer from any and all claims, losses or expenses (including reasonable attorneys’ fees) of Supplier and/or the Supplier Personnel arising out of the use of such any equipment furnished by Buyer or advice given by Buyer relating to such equipment.  Supplier shall perform the Work in such a manner as to cause minimum interference with Buyer’s operations and the operations of other contractors on Buyer’s site.  Supplier shall maintain a drug and alcohol-free work force at all times while on a Buyer site.  Supplier represents and warrants that all of the Supplier Personnel performing Work at a Buyer site shall have successfully passed a drug screen, as permitted by law, and a background check in accordance with the regional equivalent at such site and with standards imposed by governmental agencies including but not limited to DHS, OSHA, TSA, DOT, FDA, DEA and the US Coast Guards, as applicable.  The results of the background check shall be made available to Buyer’s human resources representative upon request.  A valid TWIC card and additional background check requirements may be requested for any sites specified by Buyer.  For Work performed under any U.S. Federal contract, Supplier shall comply with the U.S. Drug Free Workplace Act of 1988.

16. INSURANCE.  Supplier warrants that its insurers are accurately informed regarding its business activities and intend to cover its business exposures.  Supplier, at its own expense, shall provide and maintain at all times insurance covering the United States and its territories with insurers rated A, Class VII or better by A.M. Best Company in a form satisfactory to Buyer of the kinds and in the minimum amounts as follows: (i) Commercial General Liability Insurance with minimum limits of $5,000,000 per occurrence for personal injury, property damage and advertiser’s injury, $5,000,000 annual aggregate for products/completed operations and $5,000,000 general annual aggregate.  Such insurance shall include Blanket Contractual Liability, Broad Form Property Damage, Sudden and Accidental Pollution and Independent Contractors coverage; (ii) Workers’ Compensation Insurance as prescribed by applicable state workers’ compensation acts to provide statutory coverage for all its employees in states where Work is being performed.  Such insurance shall include coverage under the U.S. Longshoremen’s and Harbor Workers’ Act (USL&H) and Jones Act for employees performing on and around watercraft.  For work performed in Louisiana, Buyer is the statutory employer of Supplier’s employees for purposes of LSA R.S. 23:1061 (A)(3) and the protections afforded a statutory employer under Louisiana law shall apply.  Supplier shall remain primarily responsible for the payment of Louisiana Workers’ Compensation benefits to its employees and shall not be entitled to seek contribution for any such payment from Buyer; (iii) Employer’s Liability Insurance with minimum limits of $2,000,000 per accident, $2,000,000 per disease and $2,000,000 aggregate.  Except where barred by law or by monopolistic states, Workers’ Compensation and Employer’s Liability Insurance shall include coverage for Borrowed Servant/Alternate Employer; (iv) Business Automobile Liability Insurance including comprehensive third party coverage for injury, including death, and property damage with a minimum combined single limit of $2,000,000 per occurrence including coverage for owned, non-owned and hired vehicles. If Supplier is hauling hazardous materials, an MCS-90 endorsement is required; and (v) Engineers’ Professional Liability (Errors and Omissions) Insurance with minimum limits of $5,000,000 each claim and $5,000,000 in the aggregate is also required when engineering services are included in the Work.  If such insurance is provided on a claims-made basis, the insurance shall provide an extended reporting period for three (3) years after completion of the Work and Supplier shall provide certificates of insurance evidencing continuance of coverage with the original claims made retroactive date.  All policies of insurance shall be written on an occurrence basis (excepting Engineers’ Professional Liability) and be endorsed to include that all policies: (i) except Workers’ Compensation shall name Buyer, and all subsidiaries, affiliates, agents, employees, officers and directors as an Additional Insured; and (ii) shall grant a Waiver of Subrogation in favor of Buyer.  Supplier shall deliver to Buyer a certificate of insurance on ACORD form evidencing the above coverage prior to performance of the Work and thereafter, upon renewal of policies.  The certificate of insurance shall note that: (i) said insurance shall not be canceled, terminated or materially altered without at least thirty (30) days prior notice to Buyer; and (ii) all policies shall be primary and noncontributory.  Required limits as set forth herein can be achieved through a combination of primary and excess/umbrella  coverage.  If excess/umbrella coverage is used to satisfy limits, the certificate shall indicate which lines of coverage apply to the excess/umbrella policy.  The insurance required under this Section 16 shall not limit Supplier’s liability to Buyer in any manner and shall apply, to the same extent, to all Supplier subcontractors.

17. REMEDIES; GENERAL INDEMNITY.  If any Work supplied hereunder does not conform to the Specifications or warranties provided hereunder and/or is otherwise defective, then Supplier shall, at Buyer’s sole option, and in addition to any other remedies available to Buyer at law or in equity: (i) rectify (through repair or replacement) such non-conformity at Supplier’s expense (including any necessary shipping costs); or (ii) allow full credit for such non-conformance (including shipping costs paid by Buyer).  In addition, Supplier shall indemnify, defend and hold Buyer, its subsidiaries, affiliates, agents, employees, officers, directors and customers harmless from and against any and all actions, losses, claims, fines, penalties, damages, liabilities and settlements, as well as costs and expenses (including reasonable attorney’s fees) related to the defense of any of the above, which may be asserted against Buyer or to which Buyer may hereafter be subject by reason of: (i) Supplier’s supplying Buyer with defective or non-conforming Work and/or otherwise breaching any of the terms of the Contract Documents; (ii) the performance or nonperformance by Supplier, its subcontractors or their respective employees or agents, of its or their respective obligations under the Contract Documents; or (iii) patent infringement or other violations of intellectual property rights, and which arises out of or is in any manner connected with the Contract Documents, Supplier’s, its subcontractors’ or their respective employees’ or agents’ performance thereunder, or with the sale, use, design, manufacture, marketing or quality of Work supplied under the Contract Documents.  The foregoing indemnity includes, but is not limited to, reasonable attorneys’ fees including fees for enforcement or collection of this indemnity.  For the purposes of this Section 17, any activities of Supplier, its subcontractors, agents, licensees or invitees, or their respective employees, on or about Buyer’s site shall be deemed to be in connection with the supply of Work hereunder, whether or not such activities are actually within the scope of their agency or employment.  Supplier’s indemnification obligations shall survive the termination of the Contractor Documents.

18. CONFIDENTIALITY.  All technical, experimental, manufacturing and/or other information disclosed by Buyer to Supplier pursuant to the Contract Documents is considered to be highly confidential and proprietary to Buyer and will be used by Supplier solely for the purposes of providing the Work under the Contract Documents.  All such Buyer information shall be treated and protected by Supplier as strictly confidential and shall not be disclosed to any third-party without Buyer’s prior written consent.  In addition, Supplier shall hold in confidence Buyer’s interest in specific products and any technical or business information Supplier may learn, observe or otherwise obtain concerning Buyer, or of its subsidiaries or affiliates, incident to Supplier’s performance under the Purchase Order.  Information disclosed by Buyer for purposes hereof shall not be deemed confidential information and the obligations of Supplier under this Section 18 shall not apply when such information (i) is or becomes in the public domain through no wrongful act of Supplier or (ii) is approved for release by written authorization to Supplier from Buyer.

19. FORCE MAJEURE.  In the event a party is prevented from performing any of its obligations under the Contract Documents by circumstances beyond its reasonable control occurring after the effective date of the Contract Documents, including without limitation, fire, explosion, flood, drought, blackout, closure of borders, riots, sabotage, embargo, terrorism, war or other hostilities, changes in law, labor disputes including a strike or lockout, COVID-19, epidemics or pandemics, or domestic or foreign governmental acts or omissions (including, but not limited to, forced government closures and compliance with state executive orders and public health guidelines) (collectively, "Force Majeure Events"), such party's obligations shall be temporarily suspended; provided, that the party affected by the event of a Force Majeure Event shall continue to perform under the Contract Documents to the extent commercially reasonable and shall use its best efforts to resume performance hereunder as quickly as possible.  A party affected by a Force Majeure Event shall give written notice to the other party of the occurrence of a Force Majeure Event as soon as commercially practicable.  Notwithstanding the foregoing, Buyer may terminate the Contract Documents in the event that Supplier is unable to perform its obligations under the Contract Documents on account of Force Majeure Events for more than thirty (30) days.

20. EQUAL OPPORTUNITY AND DISCRIMINATION CLAUSE.  Any clause required to be included in the Contract Documents by any applicable and valid federal, state or local law or administrative rule or regulation having the effect of law shall be deemed to be incorporated herein, including but not limited to, The Equal Opportunity Clause required by Executive Order 11246, as amended (41 CFR 60-1.4), the Employment Assistance to Veterans Clause required by Executive Order 11701 (41 CFR 60-250.4) and the Employment of the Handicapped Clause required by the Rehabilitation Act of 1973 (41 CFR 60-741.4) and shall be binding upon Supplier unless exempted by rules, regulations or orders of the Secretary of Labor.  Further, unless exempted by rules, regulations or orders of the Secretary of Labor, Supplier and Buyer shall abide by the requirements of 41 CFR 60-741.5(a).  This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.  Furthermore, unless exempted by rules, regulations or orders of the Secretary of Labor, Supplier and Buyer shall abide by the requirements of 41 CFR 60-300.5(a).  This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.  The word "Contractor” in the above regulations and clauses means Supplier.

21. TRADE COMPLIANCE.  (i) Neither Supplier, its subcontractors nor their respective employees or agents has made or will make any gift or payment of money or anything else of value, directly or indirectly, to an official or employee of any government, or any department or agency thereof (including governmental-owned companies), to any official of any international organization, or to any political party or candidate for political office (each, an “Official”) for the purpose of influencing any act or decision of such Official in his official capacity, inducing any such Official to act or fail to act in violation of his official duty or inducing such Official to use his position to influence or affect any act or decision of a government, any department or agency or instrumentality thereof or any international organization for the purpose of obtaining, retaining or directing business to or for Buyer, Supplier or any other person.  In addition, Supplier shall not allow its employees or its subcontractors or their employees to offer Buyer’s employees any gift or entertainment of significant cost or value in connection with the Contract Documents or otherwise.  (ii) In performing its obligations hereunder, Supplier shall comply with all applicable national and international Export Compliance Laws and Regulations (as defined hereafter).  Supplier shall inform Buyer of the export classification of any controlled Materials.  For the purpose of this Section 21, "Export Compliance Laws and Regulations” mean any economic sanctions, prohibitions, conventions, treaties and/or import or export restrictions imposed by the United Nations, the United States, the European Union and by any applicable country laws; this includes, but is not limited to, import and export restrictions related to military and dual-use items and technologies, chemical precursors (drugs and explosives), dangerous chemicals and pesticides, and substances that deplete the ozone layer.  (iii) Notwithstanding any other provision of the Terms to the contrary, should Supplier fail to meet its obligations under this Section 21, Supplier shall defend, indemnify, and hold harmless Buyer from any and all claims, losses or expenses (including reasonable attorneys’ fees) caused to Buyer and Buyer’s customers.  In addition, Buyer may, without incurring any further liability, terminate the Contract Documents with immediate effect if Supplier becomes in any way sanctioned, restricted or prohibited by Export Compliance Laws and Regulations or otherwise fails to meet its obligations under this Section 21.

22. INDEPENDENT CONTRACTOR.  In the performance of the Work, Supplier shall be deemed to be an independent contractor with the authority and right to direct and control all of the details of the Work, Buyer being interested only in the results obtained.  However, all Work shall meet the approval of Buyer and shall be subject to Buyer’s general right of inspection.  Buyer shall have no right or authority to supervise or give instructions to the employees, agents or representatives of Supplier, and such employees, agents or representatives at all times shall be under the direct and sole supervision and control of Supplier.  Nothing in the Contract Documents shall be construed as creating a fiduciary relationship between the parties.  Neither party shall hold itself out to be an agent, representative or partner of the other, and neither shall have the right to enter into any contracts or commitments in the name of, or on behalf of, the other.

23. AUDIT.  Buyer may audit any records of Supplier relating to the Work provided hereunder; provided, however, Supplier may exclude any trade secrets, formulas or confidential processes from such inspection.  Supplier further agrees to maintain its books and records relating to the Work provided hereunder for a period of two (2) years from the date such Work was paid for by Buyer and to make such books and records available to Buyer at any time or times within such two (2) year period.

24. WAIVER OF CONSEQUENTIAL DAMAGES.  In no event will Buyer be liable under any theory of recovery (whether based on negligence of any kind, strict liability or tort) for any indirect, special, incidental or consequential damages in any way related, arising from or resulting from the Purchase Order, except where such limitation is prohibited by law or to the extent such liability results from gross negligence or willful misconduct.

25. WAIVER.  The failure of either party to enforce at any time any of the provisions of the Terms or the Contract Documents shall in no way constitute or be construed as a waiver of that or any other provision of the Terms or the Contract Documents nor in any way to affect the validity of the Terms or the Contract Documents.  No waiver of any provision or breach of the Terms or the Contract Documents shall be deemed to be a waiver of any other provision or breach.

26. NOTICES.  All notices hereunder shall be deemed given if delivered in writing personally or by courier, or sent by U.S. mail, electronic transmission, telephone facsimile, or telegram to Buyer or to Seller at the address set forth in the Contract Documents.  Any notice given by mail or post shall be deemed given at the time such notice is deposited in the mail.

27. ASSIGNMENT.  Supplier shall not delegate, assign or otherwise dispose of an interest in or under any Contract Documents without the prior written consent of Buyer.  Buyer may assign its rights and obligations under the Contract Documents to its parent, subsidiary or affiliate companies without Supplier’s consent

28. ADVERTISING.  Supplier agrees that it will not use any Buyer information, including, but not limited to, Buyer’s company or trade names or the fact that it is doing business with Buyer, in any marketing, advertising or public relations material without Buyer’s prior written consent.

29. GOVERNING LAW.  The Contract Documents shall be construed in accordance with the laws of the state of Texas, without regard to any conflicts of law principles of said jurisdiction that might require application of the laws of another jurisdiction.  In the event of a dispute between the parties, such dispute shall be exclusively decided in the state or federal courts located in Harris County, Texas and each party hereby consents to the jurisdiction of such courts.

30. NO MODIFICATION.  No amendment, addition to, alteration, modification or waiver of all or any part of the Terms or the Contract Documents shall be of any force or effect, whether by course of conduct or otherwise, unless in a writing and signed by Buyer and Supplier.

31. CONFLICT MINERALS.  Supplier represents, warrants, certifies and covenants that, if applicable, (i) Supplier complies with Section 1502 of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank”) and its implementing regulations and any other applicable country laws relating to "conflict minerals” (columbite-tantalite (coltan), cassiterite, gold, wolframite or their derivatives including tungsten, tin and tantalum) mined in the Democratic Republic of Congo or its adjacent countries;  (ii) Supplier has or will establish an effective program to ensure that any suppliers it utilizes to provide any goods or services that will be incorporated into the Work supplied hereunder will be in conformance with the requirements of 7(a) (i) to (xii) of Dodd-Frank cited above; (iii) no Work supplied hereunder will contain any conflict minerals mined in the Democratic Republic of Congo or its adjacent countries unless Supplier certifies that such conflict minerals are conflict-free; and (iv) from time to time, at Buyer’s request, Supplier shall provide certificates to Buyer relating to compliance with any applicable legal and end-customer reporting requirements, including those listed in Section 7(a) of Dodd-Frank.

32. MISCELLANEOUS.  (i) In addition to all the remedies provided herein, Buyer hereby reserves all additional rights and remedies provided by law or equity.  (ii) Any terms or conditions of the Terms or the Contract Documents which by their express terms extend beyond termination or expiration of the Contract Documents or which by their nature should so extend shall survive and continue in full force and effect after any termination or expiration of the Contract Documents. (iii) The Contract Documents may be executed in one or more counterparts and counterparts signed in the aggregate by the parties shall constitute a single original instrument.  A facsimile or PDF copy of a signature of a party hereto has the same effect and validity as an original signature.

33. ENTIRE AGREEMENT.  The Purchase Order and these terms and conditions contain the entire agreement between the parties and supersedes all prior contracts, agreements or understandings between the parties with respect to the subject matter herein. There are no oral representations, stipulations, warranties, agreements or understandings with respect to the subject matter of the Purchase Order which are not fully expressed herein.