NOTICE: Patriot Premium Threading Services, LLC's ("Provider") supply of Services Is expressly conditioned on Buyer's assent
to these Terms and Conditions. Any and all additional or different terms proposed by Buyer, whether contained In Buyer's
purchase orders, acknowledgements, production releases or shipping release forms, or related correspondence or any other
documents Including emails, are expressly objected to and rejected and will not be binding upon Provider unless agreed to in
writing by Provider; furthermore, no pro-printed purchaser order, acknowledgement or other form purporting to replace these
Terms and Conditions shall modify these Terms and Conditions even If signed by Provider's representative. Any oral or written
representation, warranty, course of dealing or trade usage not contained In these Terms and Conditions or the Contract shall not
be binding on either party. Any order to perform Services and Provider's performance of Services shall constitute Buyer's assent
to these Terms and Conditions. Unless otherwise specified in the quotation or Contract, any quotation by Provider shall expire 30
days from its date and may be modified or withdrawn by Provider before receipt of Buyer's acceptance.
The following definitions shall be applicable, unless Provider otherwise agrees:
"Buyer" means the entity to which Provider is providing Services under the Contract.
"Contract" means the documents that comprise the agreement between Buyer and Provider for the supply of Services, including
these Terms and Conditions and any other documents incorporated herein by reference, such as, the final quotation and
Provider's order acknowledgement.
"Provider" means the entity performing Services hereunder, including without limitation any division, subsidiary or affiliate of such
entity.
"Services" means all services Provider performs hereunder.
"Site" means the premises where Services performed.
"Terms and Conditions• means these Patriot Premium Threading Services, LLC Terms and Conditions for Services.
1. Payment. Payments shall be made at par In legal lender of the United States of America, and directed to the payment
address, lockbox or other means specified in Provider's invoice or EDI payment instructions. Buyer shall make such
arrangements for payment as Provider shall from lime to lime reasonably require and Provider may suspend scheduling or
performance of Services until such arrangements are made. If Provider reasonably believes that Buyer Is or may become
unable to perform Its obligations hereunder, Provider may require that Buyer provide Provider with security for, or other
assurance of performance, In either case acceptable to Provider. In the event that Buyer falls to do so or fails to make payment
in full within the time period set forth on the invoice or expressly agreed upon in writing by ll1e parties, such failure will constitute
a material breach of contract by Buyer permit1ing Provider to suspend all or a portion of the Services under this contract or any
other contract between Buyer and Provider. Buyer shall pay to Provider Interest on any unpaid amount at the maximum rate
permitted by Jaw or the Prime Rate in effect by JPMorgan Chase Bank, N.A. (or any successor institution) on the first day of the
month such amounts first become past due plus 3.5%, whichever is less. Provider shall have, in addition, all other remedies
permitted to Provider by law, equity, or this contract. If Provider takes legal action to collect any amount due hereunder, Buyer
shall pay all dispute resolution costs, including court costs plus reasonable legal fees Incurred by Provider In bringing such legal
action. Provider shall have the right to set off against any monies due Provider hereunder any obligations of Provider or its
affiliates to Buyer.
2. Taxes: To the extent legally permissible, all present and future taxes imposed by any federal, state or local authority of any
country which Provider may be required to pay or collect, upon or with reference to the sale, purchase, transportation, delivery,
storage, use or consumption of the Services, Including taxes upon or measured by the receipts there from (except net income
and equity franchise taxes) shall be for the account of Buyer.
3. Delivery; Title. Risk of Loss; Storage.
3.1 Buyer shall bear the sole risk of loss for Buyer's goods and materials during the term of the Contract, whether at
the Site, Provider's facility or in transit from the Provider's facility. If inspection Services are to be performed on Buyer's goods
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2011
and materials at Provider's facility, Buyer shall be responsible for transporting the equipment to and from Provider's facility.
Buyer shall reimburse Provider at Provider's then current storage rate if the Buyer's goods and materials remains at Provider's
facility beyond 10 days after notification that the Services have been completed.
3.2 If any goods or materials of Buyer cannot be shipped to or received by Buyer when ready due to any cause not
attributable to Provider, Provider will notify Buyer and then may ship such goods and materials to a storage facility, including a
facility within the place of manufacture or to an agreed freight forwarder. If Provider places such goods and materials in storage
or if goods or h1aterials are detained at any port, the following conditions shall apply: (i) amounts otherwise payable to Provider
upon delivery or shipment shall be payable upon presentation of Provider's Invoices; (I!) all expenses and charges incurred by
Provider, such as for preparation for and placement In to storage, handling, inspection, preservation, Insurance, storage,
demurrage, removal and any taxes shall be payable by Buyer upon submission of Provider's invoices; and (ni) when conditions
permit and upon payment of all amounts due hereunder, Provider shall resume delivery of Buyer's goods and materials to the
originally agreed point of delivery.
4. Specifications. Codes and Standards.
4.1 Except in the particulars specified by Buyer and expressly agreed to in a writing signed by Provider, the Services
provided hereunder shall be provided in accordance with Provider's standard practices.
4.2 The Contract price, delivery and performance dates and any warranties or guarantees will be equitably adjusted to
reflect additional costs or obligations incurred by Provider resulting from a change in industry specifications, codes, standards,
applicable laws or regulations.
5. Force Majeure. Provider shall not be liable nor in breach or default of Its obligations under the Contract to the extent
performance of such obligations Is delayed, prevented, made Impossible or commercially impracticable, directly or indirectly, due
to causes Including, but not limited to, acts of God, fire, explosion, war, terrorism, strike or other differences with workers,
shortage of energy sources, facility, material or labor, delay in or lack of transportation, temporary or permanent plant shutdown,
breakdown or accident, supplier non-performance, compliance with or other action taken to carry out the Intent or purpose of any
law, regulation, or other requirement of any governmental authority, or any cause beyond Provider's reasonable control (each, a
,force majeure" event). Provider shall have such additional time in which to perform this contract as may be reasonably
necessary under the circumstances. However, the obligation of Buyer to pay for Services performed is never suspended or
delayed.
6. Patent indemnity:
6.1 PROVIDER SHALL INDEMNIFY BUYER FOR (A) ALL DIRECT AND ACTUAL DAMAGES RECOVERED FROM
BUYER BY A THIRD PARTY IN A LEGAL ACTION FOR INFRINGEMENT OF AU. S. PATENT CLAIM COVERING SERVICES
FURNISHED HEREUNDER, ON CONDITION THAT BUYER PROMPTLY NOTIFIES PROVIDER OF THE ALLEGED
INFRINGEMENT, AFFORDS PROVIDER THE OPPORTUNITY TO ASSUME DEFENSE THEREOF, AND COOPERATES
WITH PROVIDER IN DEFENSE OF THE ACTION AND IN ANY FEASIBLE MITIGATION OF DAMAGES; AND (B) BUYER'S
DIRECTLY AND REASONABLY INCURRED EXPENSES IN DEFENDING SUCH LEGAL ACTION IF, AFTER SUCH NOTICE
AND OPPORTUNITY GIVEN BY BUYER, PROVIDER ELECTS NOT TO ASSUME SUCH DEFENSE, PROVIDED THAT SUCH
ELECTION BY PROVIDER SHALL NOT OTHERWISE AFFECT BUYER'S AFORESAID OBLIGATIONS. IN LIKE MANNER,
BUYER SHALL INDEMNIFY PROVIDER, AND PROVIDER'S INDEMNITY OF BUYER HEREUNDER SHALL NOT APPLY,
WITH RESPECT TO A CLAIM ARISING OUT OF PROVIDER'S COMPLIANCE WITH SPECIAL DESIGNS OR
SPECIFICATIONS FURNISHED BY BUYER, NOW OR HEREAFTER FORMING A PART OF THIS CONTRACT, OR WITH
OTHER WRITTEN INSTRUCTIONS GIVEN BY BUYER FOR THE PURPOSE OF DIRECTING THE MANNER IN WHICH
PROVIDER SHALL PERFORM THIS CONTRACT. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY
HEREUNDER FOR INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES SUFFERED, OR OTHER EXPENSES
INCURRED, BY THE OTHER PARTY HERETO OR ANY THIRD PARTY BY REASON OF ANY PATENT INFRINGEMENT
CLAIM.
6.2 THIS STATES PROVIDER'S ENTIRE LIABILITY FOR INDEMNIFICATION FOR PATENT, TRADEMARK,
COPYRIGHT AND TRADE SECRET INFRINGEMENT FOR THE SERVICES.
6.3 Provider shall have all right, title and Interest in and to all statutory and non-statutory intellectual property rights
worldwide, which are available to protect discoveries, ideas, designs, inventions, improvements, processes, works of authorship
(including software), trade secrets and other intellectual property of any kind Including, without limitation, patents, copyrights, and
all other rights available to protect trade secrets and confidential information, based In whole or In part on Inventions,
developments or Improvements created, conceived or reduced to practice by or on behalf of Provider In connection with any
Services provided hereunder.
7. Warranty; Disclaimers:
7.1 PROVIDER WARRANTS TO BUYER THAT (I) THE SERVICES SHALL BE PERFORMED IN A COMPEIENT,
DILIGENT MANNER IN ACCORDANCE WITH ANY MUTUALLY AGREED SPECIFICATIONS, OR IN THE ABSENCE OF
SUCH MUTUALLY AGREED SPECIFICATION A SPECIFICATION AS PROVIDER REASONABLY DETERMiNES IS
APPLICABLE. UNLESS PROVIDER EXPRESSLY AGREES OTHERWISE IN WRITING, ANY GOODS AND MATERIALS
THAT ARE THE SUBJECT OF PROVIDER'S SERVICES SHALL CARRY ONLY THE WARRANTY THAT THE ORIGINAL
MANUFACTURERS PROVIDE, AND PROVIDER GIVES NO WARRANTY ON BEHALF OF THE MANUFACTURERS OF
SUCH GOODS OR MATERIALS.
7.2 UNLESS OTHERWISE STATED IN THE CONTRACT, THE WARRANTY PERIOD FOR SERVICES SHALL BE 90
DAYS FROM COMPLETION.
7.3 IF SERVICES DO NOT MEET THE ABOVE WARRANTIES, BUYER SHALL PROMPTLY NOTIFY PROVIDER IN
WRITING WITHIN THE WARRANTY PERIOD. PROVIDER SHALL THEREUPON, AT PROVIDER'S OPTION, RE-PERFORM
THE DEFECTIVE SERVICES. IF IN PROVIDER'S REASONABLE JUDGMENT THE SERVICES CANNOT BE REPERFORMED,
PROVIDER SHALL REFUND OR CREDIT MONIES PAID BY BUYER rOR THAT PORTION OF SERVICES
THAT DO NOT MEET THE ABOVE WARRANTIES. NO REPAIR, REPLACEMENT OR REPERFORMANCE BY PROVIDER
HEREUNDER SHALL EXTEND THE APPLICABLE WARRANTY PERIOD. THE PARTIES SHALL MUTUALLY AGREE ON THE
SPECIFICATIONS OF ANY TEST TO DETERMINE THE PRESENCE OF A DEFECT.
7.4 AT THE REQUEST OF BUYER AND ON A CASE BY CASE BASIS AT PROVIDER'S SOLE OPTION PROVIDER
MAY ACCOMADATE BUYER BY PROVIDING SERVICES FOR, TO OR ON IHIRD PARTY PRODUCTS.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY BUYER HEREBY AGREES TO RELEASE,
DEFEND AND HOLD PROVIDER HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING
BUT NOT LIMITED TO ACTIONS FOR BREACH OF CONTRACT, TORT, NEGLIGENCE AND STRICT LIABILITY), SUITS,
LOSSES, DAMAGES AND LIABILITIES OF EVERY KIND AND CHARACTER ARISING DIRECTLY OR INDIRECTLY FROM
PROVIDER PERFORMING SERVICES FOR, TO OR ON THIRD PARTY PRODUCTS.
7.5 THIS ARTICLE PROVIDES THE EXCLUSIVE REMEDIES FOR ALL CLAIMS BASED ON FAILURE OF OR
DEFECT IN SERVICES, WHENEVER THE FAILURE OR DEFECT ARISES AND WHETHER A CLAIM, HOWEVER
DESCRIBED, IS BASED ON CONTRACT, WARRANTY, INDEMNITY, TORT/EXTRACONTRACTUAL LIABILITY (INCLUDING
NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE WARRANTIES PROVIDED IN THIS ARTICLE ARE EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIES AND GUARANTEES WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY.
NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES.
8. Limitation of Remedies.
8.1 THE TOTAL LIABILITY OF PROVIDER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE
PERFORMANCE OR BREACH OF THE CONTRACT OR USE OF ANY SERVICES OR ANY ORDER SHALL NOT EXCEED (A)
THE CONTRACT PRICE OR (B) IF THIS CONTRACT IS A FRAME, BLANKET OR MASTER AGREEMENT UNDER WHICH
BUYER PLACES AN ORDER WITH PROVIDER FOR THE SERVICES TO BE PURCHASED, (I) THE FINAL PRICE OF THE
PARTICULAR ORDER UNDER WHICH THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM ARE SUPPLIED OR
PERFORMED OR (II) US$10,000 IF THE CLAIM IS NOT PART OF ANY PARTICULAR ORDER. PROVIDER'S LIABILITY
SHALL TERMINATE UPON THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD.
8.2 IN NO EVENT SHALL PROVIDER BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE, DELAY, OR
ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
LIMITATION, LOSS OF PROFIT OR REVENUE, LOSS OF PRODUCT, LOSS OF USE OF EQUIPMENT, INTERRUPTION OF
BUSINESS, COST OF CAPITAL, COST OF COVER, DOWNTIME COSTS, INCREASED OPERATING COSTS, FAILURE TO
DETECT ANY FLAW IN THE SUBJECT MATTER OF A TEST, LOSS OF GOODWILL, LOST OPPORTUNITIES, CLAIMS OF
BUYER'S CUSTOMERS FOR SUCH DAMAGES, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, BREACH OF
CONTRACT, TORT, PROVIDER'S NEGLIGENCE, STRICT LIABILITY, OR ANY EXPRESS OR IMPLIED WARRANTY,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
8.3 1F BUYER IS SUPPLYING PROVIDER'S SERVICES TO A THIRD PARTY, BUYER SHALL REQUIRE THE THIRD
PARTY TO AGREE TO BE BOUND BY THIS ARTICLE. IF BUYER DOES NOT OBTAIN THIS AGREEMENT FOR
PROVIDER'S BENEFIT, BUYER SHALL INDEMNIFY, DEFEND AND HOLD PROVIDER HARMLESS FROM AND AGAINST
ANY AND ALL CLAIMS MADE BY THE THIRD PARTY IN EXCESS OF THE LIMITATIONS AND EXCLUSIONS OF THIS
ARTICLE, AND SHALL PAY ALL COSTS AND EXPENSES ASSOCIATED THEREWITH, INCLUDING WITHOUT LIMITATION
ATTORNEY FEES.
8.4 PROVIDER SHALL NOT BE LIABLE FOR ANY ADVICE OR ASSISTANCE NOT REQUIRED HEREUNDER.
8.5 FOR THE PURPOSES OF THIS ARTICLE, THE TERM "PROVIDER" SHALL MEAN PROVIDER, ITS DIVISIONS,
AFFILIATES, SUBCONTRACTORS AND SUPPLIERS OF ANY TIER, AND THEIR AGENTS AND EMPLOYEES,
INDIVIDUALLY OR COLLECTIVELY.
8.6 THE LIMITATIONS AND EXCLUSIONS IN THIS ARTICLE SHALL APPLY REGARDLESS OF WHETHER A
CLAIM IS BASED IN CONTRACT, WARRANTY, INDEMNITY, TORT/EXTRACONTRACTUAL LIABILITY (INCLUDING
NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
8.7 BUYER'S AND PROVIDER'S RIGHTS, OBLIGATIONS AND REMEDIES ARISING OUT OF OR RELATING TO
THE SERVICES ARE LIMITED TO THOSE RIGHTS, OBLIGATIONS AND REMEDIES DESCRIBED IN THIS CONTRACT.
THIS ARTICLE SHALL PREVAIL OVER ANY CONFLICTING OR INCONSISTENT TERMS IN THE CONTRACT, EXCEPT TO
THE EXTENT THAT SUCH TERMS FURTHER RESTRICT PROVIDER'S LIABILITY.
9. Site Access:
9.1 Buyer shall provide Provider safe access to the Buyer's site and any other facilities free of charge as necessary for
Provider's performance of the Contract.
9.2 Except with respect to claims covered by the remedies provided to Buyer by Provider under Article 7 hereof, Buyer
shall indemnify and hold Provider harmless for any and all claims, damages, losses, causes of action, demands, judgements and
expenses arising out of or relating to Services provided by Provider on the Buyer's site and any other facilities necessary for
Provider's performance of the Contract.
10.1nspection
10.1 The quality control exercised by Provider in its supply of Services shall be in accordance with Provider's normal
quality control policies, procedures and practices. Provider shall attempt to accommodate Buyer's requests to witness Provider's
Services, if such witnessing can be arranged without delaying the work. Such a~ess shall be limited to areas directly concerned
with Services to be performed for Buyer and shall not include restricted areas where development work or work of a proprietary
nature is being conducted. Buyer agreed to defend, Indemnify and hold Provider harmless from and against all claims, demands,
damages and liabilities of any nature whatsoever, including those asserted by employees of Buyer, arising out of Buyer's or
buyer's agents, servants, affiliates or representatives presence on Provider's site to witness Services or for any other reason.
11. Governing Law.
11.1 Tills contract shall be governed by the laws of Texas, U.S.A., exclusive of its conflicts of laws rules. Provider and
Buyer each Irrevocably agrees that any legal proceeding seeking the enforcement or interpretation of this contract may be
brought In the stale or federal courts located In Houston, Texas, U.S.A. Each Party hereby irrevocably submits itself to the
jurisdiction of any such courts, and waives any objection It may now or hereafter have to the placing of venue in any such courts
and any right to remove any such action or proceeding to another court.
12. Confidentiality.
12.1 In connection with the Contract, Provider and Buyer (as to information disclosed, "Disclosing Party") may each
provide the other party (as to information received, "Receiving Party") with Confidential Information. 'Confidential Information"
means (a) all pricing for Services, (b) all terms of the Contract, (c) all information that is designated in writing as "confidential" or
"proprietary by the Disclosing Party at the time of written disclosure and {d) all information that Is orally designated as
"confidential' or "proprietary" by the Disclosing Party at the lime of oral disclosure and Is confirmed to be "confidential" or
"proprietary" In writing within 10 days after oral disclosure. The obligations of this Article shall not apply as to any portion of !he
Confidential Information that (i) is or becomes generally available to the public other than from disclosure by the Receiving Party,
Its representative~s or Its affiliates; (ii) is or becomes available to the Receiving Party or Its representatives or affiliates on a non-confidential basis from a source other than the Disclosing Party when the source Is not, to U1e best of the Receiving Party's
knowledge, subject to a confidentiality obligation to the Disclosing Party; (iii) Is independently developed by the Receiving Party,
its representatives or affiliates, without reference to the Confidential Information; (iv) is required to be disclosed by law, a valid
legal process or a government agency; or (v) is approved for disclosure in writing by an authorized representative of the
Disclosing Party.
12.2 The Receiving Party agrees: (i) to use the Confidential Information only in connection with the Contract and
permitted use(s) and Services, (II) to take reasonable measures to prevent disclosure of the Confidential Information, exception
Its employees, agents or financing parties who have a need to know for Buyer to perform its obligations under the Contract or to
use the Services and (IIi) not to disclose the Confidential information to a competitor of Disclosing Party. ConfldentlallnformaHon
shall not be reproduced without the Disclosing Party's written consent, and the Receiving Party shall return all copies of
Confidential Information to the Disclosing Party upon request, except to the extent that the Contract entiUes the Receiving Party
to retain !he Confidential Information. Provider may also retain one copy of Buyer's Confidential Information until all Its potential
liability under the Contract terminates.
12.3 If either party or any of its affiliates or representatives Is required by law, legal process or a government agency to
disclose any Confidential Information, that party agrees to provide the Disclosing Party with prompt written notice to permit the
Disclosing Party to seek an appropriate protective order or agency decision or to waive compliance by !he Receiving Party with
the provisions of this Article. In the event that efforts to secure confidential treatment are unsuccessful, the Disclosing Party may
lawfully revise the Confidential Information to make it non-proprietary or to minimize the loss of its proprietary value.
12.4 Nothing In this Article grants the Receiving Party any license under any invention, patent, trademark or copyright
now or later owned or controlled by the Disclosing Party.
12.5 Buyer shall not disclose Confidential Information to Provider unless it is required to do so to enable Provider to
perform Services under the Contract. If Buyer does disclose Confidential Information, Buyer warrants that it has the right to
disclose the Information, and Buyer shall indemnify and hold Provider harmless against any claims or damages resulting from
improper disclosure by Buyer.
12.6 As to any individual item of Confidential Information, the restrictions of this Article shall expire the earlier of five (5)
years after the date of disclosure or three (3) years after termination or expiration of the Contract.
12.7 This Article does not supersede any separate confidentiality or non-disclosure agreement signed by the parties.
13. Termination and Suspension.
13.1 In addition to any other remedies available to Provider at law or under this Contract, Provider may terminate all or
any portion of any contract with the Buyer in the event that:
(a) Buyer falls to perform its obligations under or otherwise breaches any provisions of this Contract or any
other contract between the Buyer and Provider or any of Provider's affiliates, divisions or subsidiaries;
(b) Buyer ceases to carry on its business substantially as such business is conducted on the date of the
Contract between the Buyer and Provider and such change in circumstances modifies Provider's obligations or impairs either
party's ability to discharge its obligations under this Contract; (c) Buyer institutes or suffers the institution against It of bankruptcy, reorganization, liquidation receivership or similar proceedings; (d) Buyer generally becomes unable to pay its debts as they become due;
(e) any term, condition or provision of this Contract or any other contract between the Buyer and Provider
becomes invalid or illegal under any applicable law, rule or regulation; or (Q a Force Majeure event listed in Section 6 of these Standard Terms and Conditions continues for a period of more than thirty (30) days.
13.2 If the Contract (or any portion thereoQ is terminated for any reason other than those set forth in Section 13.1
above, Buyer shall pay Provider all portions of the Contract price allocated to all Services completed or partially completed
before the effective date of termination, plus a cancellation charge equal to 20% of the Contract price allocable to the
uncompleted Services. The following shall apply when determining the amount due from Buyer for Services performed before the
date of termination: (i) for Services performed under time and material pricing, Buyer shall pay for all hours performed at
Provider's then-current standard time and material rates and (ii) for Services performed under a firm fixed price, Buyer shall pay
(a) the applicable price for all milestones achieved and (b) for any milestone not yet achieved, all !lours performed in connection
with the unachieved milestone(s) at Provider's then-current standard time and material rates.
13.3 Buyer shall pay any reasonable expenses Incurred by Provider in connection with suspension or termination,
including those for repossession, fee collection, demobilization/remobilization and storage costs during suspension. Performance
of Provider's obligations shall be extended for a period of time reasonably necessary to overcome the effects of any suspension.
14. Changes.
14.1 Each party may at any time propose changes in the schedule or scope of Services In the form of a draft change
order. Some changes requested by Buyer may require analytical or investigative work to evaluate the change, and this
evaluation work may be charged to Buyer at prevailing rates. The patties may mutually agree on the length of time within which a
decision shall be made regarding the change. If mutually agreed, the cl1anges will be documented In a written document signed
by authorized representatives of each party, along with any equitable adjustments In the Contract price or schedule. Provider Is
not obligated to proceed with the changed schedule or scope until both parties agree In writing. Changes in applicable laws, rules
and regulations shall be treated as a change within the meaning, and subject to the requirements, of this Article. Unless
otherwise agreed by the parties, pricing for additional work arising from changes In laws, rules and regulations shall be at time
and material rates.
15. Exclusive Terms and Conditions; Acceptance; Modification: These Standard Terms and Conditions constitute the
complete, exclusive and fully Integrated statement of terms and conditions between the Buyer and Provider with regard to the
matters contained l1ereln. No terms or conditions (whether consistent or Inconsistent) other than those stated herein and no
agreement or understanding, oral or written, in any way purporting to modify these Standard Terms and Conditions for Services
shall be binding on Provider unless expressly agreed upon in wriUng by authorized representatives of both Provider and Buyer.
In the event of a conflict between these Standard Terms and Conditions and any purchase order (or other document expressly
made a part of this Contract) signed by both parties, these Terms and Conditions shall prevail. Buyer's placement of an order or
release for, or taking delivery of, any Services of Provider that are the Subject of this Contract shall constitute acceptance of the
Provider's offer under these terms and conditions. All proposals, quotes, request for quotes, purchase orders, negotiations,
representations and other communications, if any, made prior and with reference hereto are merged herein.
16. Documentation. Provider shall provide Buyer with the documentation identified In Provider's quotation or standard documentation, in English. Additional copies or unique documentation are available, upon request, at additional cost.
17. Miscellaneous Clauses.
17.1 Services sold by Provider are not intended for use in connection with any nuclear facility or activity without the
written consent of Provider. Buyer warrants that it shall not use or permit others to use Services for such purposes, unless
Provider agrees to the use in writing. If, In breach of this, any such use occurs, Provider (and its parent, affiliates, suppliers and subcontractors) disclaims all liability for any nuclear or other damages, injury or contamination, and In addition to any other legal
or equitable rights of Provider, Buyer shall indemnify and hold Provider (and its parent, affiliates, suppliers and subcontractors)
harmless against any such liability. If Provider agrees In writing to any such use, the parties shall agree upon special terms and
conditions that provide Provider protections against nuclear liability and which are acceptable to Provider under the then current
laws that apply.
17.2 Assignment; Source of Services:
(a) Buyer shall not assign its rights or obligations hereunder without the prior written consent of Provider, which consent shall not be unreasonably withheld or delayed. Any attempted assignment in contravention of the foregoing shall
be void.
(b) Subject to compliance with Buyer's applicable specifications hereunder, Provider reserves !he right to
source performance of the Services supplied hereunder from any facilities located in North America, South America, or
elsewhere which are owned directly by any entity controlling, con!rolled by or under common control with Provider. Provider
shall have no responsibility for meeting Buyer's country-of-origin requirements (if any) unless Provider is apprised In writing of
such requirements at the time Buyer places its order with Provider, or in the case of standing orders, at or before the latest time
Buyer may Issue a release in accordance with Provider's production scheduling requirements and Provider accepts such
requirement in writing.
17.3 Buyer shall notify Provider Immediately upon any change in the ownership of more than 50% of Buyer's voting
rights or in Buyer's controlling Interest. If Buyer fails to do so or Provider objects to the change, Provider may (a) terminate the
Contract, (b) require Buyer to provide adequate assurance of performance (including but not limited to payment) or (c) put in
place special controls regarding Provider's Confidential information.
17.4 If any provision of the Contract Is round to be void or unenforceable, the remainder of the Contract shall not be
affected. The parties will replace any such void or unenforceable provision with a new provision that achieves substantially the
same practical or economic effect and is valid and enforceable.
17.5 Articles 1, 2, 3, 5, 7, 8, 9, 10, 11, 12, 13, 14, and 17 shall survive termination or cancellation of the Contract.
17.6 Any clause required to be included in a contract of this type by any applicable law or regulation shall be deemed
to be incorporated herein.
17.7 The English language version of this document will control in the event of any disagreement over any translation.
17.8 Waiver by Provider of any breach of these provisions shall not be construed as a waiver of any other breach.
17.9 No provision of this contract may be construed against the Provider as the drafting party. The term "including"
means 'including without limitation." The term "days' means calendar days unless otherwise expressly stated.
17.10 In the event Buyer Is a Provider or re-Provider of products involving Provider's Services, Buyer shall at all times:
(i) represent Provider and Its Services in good faith and in a professional manner, and (il) not engage In any deceptive,
misleading, illegal or unethical practices that may be detrimental to Provider or Provider's products. In addition to any of Its
remedies under this contract, at law and In equity, Provider reserves the right to terminate this Contract and any other contract
between Buyer and Provider or any of Provider's affiliates, divisions or subsidiaries in the event of any material breach by Buyer
of its duties under this paragraph.
17.11 Other than rights of Provider's affiliates under this contract, no third parties will have any rights under this
contract.
17.12 Buyer may not cancel an order once placed with Provider.
17.13 Buyer shall at all limes comply with all laws, ordinances and regulations applicable thereto. Any provisions or
clause(s) required to be included in a contract of this type by any applicable Federal, State or local law, ordinance, rule, order or
regulation having the effect of law shall be deemed to be incorporated herein and is (are) hereby made a part hereof. Without
limiting the generality of the foregoing, to the extent that any Services covered by this Contract are supplied by Buyer for
Provider's use in the performance of any government contract or subcontract, Buyer shall comply with all applicable Government
Requirements {as defined below), Including without limitation, the following government procurement regulations If the Buyer Is a
company organized and/or doing business In the United States:
Title 48, Code of Federal Regulations: Section 52-219-8, Utilization of Small Business Concerns; Section 52.225-11, Restrictions
on Certain Foreign Purchases; Section 52.222-21, Prohibition of Segregated Facilities; SecUon 52.222-26, Equal Opportunity;
Section 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era and Other Eligible Veterans;
Section 52.222-36, Affirmative Action for Workers With Disabilities; Section 52.222-37 Employment Reports on Special Disabled
Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans; Section 52.222-41, Service Contract Act; 41 CFR 60-300.5,
Equal Opportunity for Disabled Veterans, Recently Separated Veterans, Other Protected Veterans, and Armed Forces Service
Medal Veterans; 41 CFR 60-250.5(a), Equal Opportunity for Special Disabled Veterans, Veterans of the VIetnam Era, Recently
Separated Veterans, and Other Protected Veterans; 41 CFR 60-1.4(a), Equal Opportunity for Women and Minorities; 41 CFR 60-
741.5, Equal Opportunity for Workers With Disabilities; and 29 CFR Part 470, Notification of Employee Rights Concerning
Payment of Union Dues or Fees.
"Government Requirements" means all applicable present and future federal, state, local and, If applicable, foreign statutes, laws,
ordinances, codes, rules, regulations, standards, orders, decrees, mandates, policy statements, guidance documents, interpretations,
permits, licenses or other governmental requirements of any kind {including judicial orders, decrees and decisions), and any present or
future amendments thereto.
17.14 Provider reserves the right to reject any order from a buyer listed on any denied party list.