Terms and Conditions

These terms and conditions (“Terms”), together with any purchase order to which they are physically or electronically attached or in which they are incorporated by reference, are the "Order” or the “PO”.  PureCycle Technologies, Inc. or its affiliate identified on the Order, is "Buyer". "Supplier" is the entity listed on the Order and to which the Order is issued.  Supplier and Buyer are each a "Party" and collectively "Parties".  Supplier shall supply any products, goods, materials, supplies, articles, equipment, structures, or services (“Items”) identified on the Order.   If the Order is issued under an existing, executed agreement between the Parties, these terms and conditions do not supersede the terms of such agreement, unless specifically noted in the PO. Buyer rejects any Supplier-proposed modifications and/or any additional, conflicting, or different terms or conditions set forth in any Supplier proposal, invoice, Order acknowledgment, or in any document other than this Order.

1. Order Acceptance.  The Order is accepted by Supplier upon the earlier of (a) written acknowledgement or (b) Supplier’s performance in response to, or in anticipation of, an Order.  Buyer may terminate this Order at any time for its own convenience. Upon such notice, Supplier shall stop all work and follow Buyer’s instructions with respect to the disposition of Items in process, title to which shall vest in Buyer.  Buyer shall pay Supplier’s actual costs for Items provided through the date of termination and Supplier shall have a duty to mitigate such costs.

2. Quantity and Price.  The quantity and description of any Items will be set forth in the Order.  Buyer may make purchases at Buyer’s sole discretion and except as specifically set forth in this Order, or as otherwise agreed in writing between Buyer and Supplier. Buyer is under no obligation to purchase any specific or minimum quantity(ies).  Buyer reserves the right to change the quantity, design processing, method of packing, shipping and the date or place of delivery of the Items. If any such change affects Supplier’s cost or timing, Buyer will adjust the purchase price and delivery schedule equitably. Supplier will provide the Items listed in the Order at the price specified in the Order for the relevant Item ("Price”)   Supplier agrees that any price reduction made within: (x) thirty (30) calendar days of the date of this Order or (y) thirty (30) calendar days from the date Items are delivered to Buyer, will be applicable to the relevant Items on this Order. Supplier shall not include, as a portion of the price of the Items, or otherwise charge Buyer, any sales, use, excise, import, value-added, or similar taxes, fees, duties, assessments, surcharges and other amounts imposed or assessable on the Items by any national, state, provincial, local or other government.   If Supplier is required by law to include any such taxes in the price, Supplier will separately detail such on Supplier’s invoices. Supplier and Buyer will provide each other with any and all necessary certificates or other documentation evidencing the inapplicability of, or exemption from, any sales, excise, use or other taxes to which either Buyer or Supplier may be entitled.  The purchase price or compensation rates may not be modified or changed without Buyer’s prior written agreement.  

3. Term and Termination. The Order shall continue for the period specified (or, if not specified, until completed) unless terminated earlier (in whole or in part): (a) as set forth herein; (b) by Buyer, with or without cause, upon immediate notice; or (c) by Supplier if Buyer fails to cure a breach within thirty (30) calendar days after notice. Any permitted termination (or expiration) shall be without penalty (including termination fees) and shall not relieve or release either Party from any rights, liabilities or obligations that have accrued under the law or the Order.

4. Invoicing and Payment.  Except as expressly stated otherwise in this Order, Buyer shall pay due and valid invoices net sixty (60) calendar days from Buyer’s receipt of Supplier’s correct and undisputed invoice.  Supplier’s invoices, together with such supporting documents as may be reasonably requested by Buyer, must be sent in .pdf format to ap@purecycle.com and unless otherwise specified in the applicable Order, must: (i) include Buyer’s designated PO number relevant to the invoice submitted for payment; be correct, without errors or omissions; comply with instructions or requirements listed in an Order; (ii) be sent monthly or upon completion of all Order specifications; and (iii) for a final invoice be marked as “final invoice” and accompanied by a lien release from Supplier and any of Supplier’s subcontractor(s) (if applicable).  Any and all Buyer payments, refunds or reimbursements, shall be calculated and paid in United States dollars.  Payment for Items shall not constitute acceptance thereof.  In its sole and reasonable discretion, Buyer may withhold ten percent (10%) of the price of Items (or such higher amount as may be specified in this Order) until the Items have successfully completed Buyer’s final qualification and acceptance testing.  

5. Shipping and Delivery.  Time is of the essence for the delivery of Items under this Order.  Risk and title to the Items shall pass to the Buyer only upon delivery to, and acceptance by, Buyer.  Title passes to Buyer independent of the payment for the Items. Transfer of title in this paragraph is not final or intermediary acceptance of any Item.  In addition to other rights and remedies, Buyer may cancel the Order if delivery is not on time.  Supplier shall deliver the Items on the delivery date(s) as specified in the Order, shall not substitute nonconforming Items nor backorder such Items without first obtaining Buyer's written consent.  Supplier shall recommend any special packaging necessary for safe shipping, comply with the shipping, packing, labeling and invoicing requirements, as may be detailed in the Order and any written change order.  Any transportation charges in Supplier’s invoices under this Order must be supported with original receipt transportation bills showing weight and rate. Except as expressly stated otherwise in this Order, delivery shall be DDP (INCOTERMS® 2020) Buyer’s specified location, address as noted on this Order with title to and risk of loss of the goods passing to Buyer at the point of delivery to Buyer’s possession. Supplier shall be responsible for arranging all transportation, export packing, obtaining all freight, shipping, transportation, duties, and export/import compliance and customs clearances,  including but not limited to filing of the export declaration and Importer Security Filing Data Elements with the corresponding customs authority. Freight charges are included in Supplier’s scope and are a separate line item in the Order unless otherwise specified on the Order. Supplier shall notify Buyer of shipping not less than ten (10) calendar days prior to  shipping Items and shall provide regular updates and tracking information, including an update forty-eight (48) hours prior to delivery.  

6. Inspection/Acceptance.  All Items received are subject to Buyer’s inspection and reasonable opportunity to reject defective or non-conforming Items.  Buyer reserves the right to cancel any Item or all of this Order if any Item(s) is not made as specified by this Order and Buyer may charge Supplier the expense of unpacking, examining, repacking, storing and reshipping any Item(s) found defective or not in conformity with any PO. Defective Items, including those that do not meet quantity or other applicable specifications, may be held by Buyer for Supplier’s inspection at Supplier’s risk and expense.  Unless Buyer’s defective Item notice specifies an opportunity to cure, Supplier must provide Buyer within fifteen (15) calendar days of Buyer’s rejection notice written instructions for returning or otherwise disposing Items at Supplier’s account and expense.  Items returned as defective shall not be replaced without Buyer’s written permission.  If Buyer makes progress payments to Supplier under this Order, title to the Items ordered shall pass to Buyer at the time that Supplier identifies the Items to this Order.  Supplier shall clearly identify the Items as property of Buyer by visible marking or tagging, and Buyer shall have the right, at Buyer's option, to inspect and verify that said Items have been identified as Buyer's property

7. Scope of Performance.  If the Items include services, the scope of the work or services to be performed by the Supplier (“Work”) arises primarily from the specifications, the description agreed to in the PO, and these Terms.  Supplier must ensure that it obtains knowledge of all important data and circumstances required for performing the Work specified in the PO. Buyer may request modifications to the Work at any time. Supplier shall comply with any such request and make the modifications without undue delay. If Supplier believes the requested modifications would give rise to a significant increase or decrease in the cost of the Work or other Items, or that the agreed to delivery dates cannot be met, then the Supplier must provide Buyer with written notice without undue delay. The Parties will  endeavor to agree to any reasonable price adjustment (increase or decrease) to the PO caused by the modifications. However, if a consensus is not reached within a reasonable period of time, Buyer is entitled to make the adjustment, in its sole discretion, as it considers fair.  Supplier shall provide Buyer with all relevant documentation for the Items, including operations and maintenance manuals, preventative maintenance procedures and lists of recommended parts; all of which shall be written in English and provided in the quantity requested by Buyer for the Items.  Any installation Work required in connection with the Items will be provided by Supplier at no additional cost to Buyer, unless otherwise set forth in writing on the face of this Order.  Supplier shall, in the case of Items requiring servicing, stock replacement parts or maintain a manufacturing capability sufficient to meet Buyer's needs for a period of not less than seven (7) years after the last shipment of any of the Items.  Replacement parts will be made available to Buyer at competitive prices not exceeding those charged to other comparable customers of Supplier.  Buyer reserves the right to purchase spare parts against Supplier’s initial quote that becomes part of this Order for a period of twenty-four (24) months after final shipment of Order equipment.  

8. Quality Control.  Supplier must maintain a quality management system acceptable to Buyer, such as the ISO9001 Quality Management System. Annually, or for reasonable cause, and upon Buyer’s request, Supplier shall allow Buyer to review procedures, practices, processes and related documents to determine acceptability of Supplier’s quality control system. Supplier shall promptly provide Buyer a copy of any ISO9001 non-conformities and advise Buyer of the quantity (and specific identity) of any Items delivered to Buyer (if any) that may be affected by any such non-conformity.  Supplier shall notify Buyer in writing prior to changing in any way the Supplier's specifications used in production of any Items ordered by Buyer under this PO.  Supplier and Supplier Representative (as defined below) must maintain all records regarding each PO and Items supplied by it to Buyer for at least five (5) years from the later of (x) the Order termination date or (y) the date after the last Item was delivered, or as may be otherwise specified in this PO.  

9. Representations and Warranties. Buyer shall have the benefit of all warranties implied by law and all express warranties made by Supplier.  By accepting this Order, Supplier warrants that: (a) it is transferring good title to the Items (free and clear of any claims, liens or encumbrances), it has sufficient right, title and interest to assign the ownership rights and grant the licenses hereunder, the Items and processes for producing/providing the Items do not infringe the proprietary rights of a third party; (b) the Items shall meet the specifications and descriptions in the Order; (c) the Items shall be commercially similar to previous goods, be free of contaminants and be of merchantable quality; (d) Items that are equipment (including parts) shall be new, be free of defects in materials, workmanship and design and be fit for the particular use; (e) all Items shall be provided in a good, prompt and professional manner by personnel with the experience, training, skill and other qualifications needed for the Items to meet the requirements specified by Buyer and consistent with best practices; (f) a “Warranty Period” that for all Items that is the greater of: (i) the period set forth on the face of this Order; (ii) eighteen (18) months following the date of Buyer’s written acceptance of the Items; (iii) twelve (12) months following operational start up, to the extent the Items are part of a larger manufacturing process; (iv) the warranty period provided by applicable law, or (v) the original manufacturer’s warranty of the Item(s) (“Third-Party Warranty”) which Supplier shall assign to Buyer; (g) Third-Party Warranties shall be in addition to, and not in lieu of or less than, any and all other warranties, express, implied, statutory, or otherwise and Supplier shall assist Buyer with any Third-Party Warranty claims.   All Items repaired or replaced under a warranty claim shall be warranted for the longer of: (x) twelve (12) months, or (y) the remainder of the original Warranty Period.   At Buyer’s option and as applicable, Supplier shall promptly repair nonconforming equipment, replace non-conforming goods, re-perform non-conforming Items, refund the purchase price of nonconforming Items or reimburse Buyer’s repair costs for non-conforming equipment, including costs for return or disposal.  

10. Labor, Materials, and Subcontracting.  Supplier shall furnish all labor and materials (e.g., facilities, equipment and packaging) necessary to perform the Order, unless provided by Buyer. Supplier assumes full responsibility, liability, and risk of loss for the safekeeping and safe handling of all such Buyer material or equipment while such is in Supplier’s care, custody and control. Supplier shall be liable for the acts of its employees, agents, representatives and sub-contractors (“Supplier Representatives”).  A PO may not be assigned, subcontracted or delegated in whole or in part by Supplier without first obtaining Buyer’s prior written consent, which may be withheld in Buyer’s absolute discretion. In the event of such assignment or any approved subcontract, Supplier shall ensure flow down of all of these Terms in their entirety to the Supplier Representative. Any purported assignment, delegation or subcontracting by Supplier without Buyer’s consent shall be void. Supplier is responsible for monitoring any Supplier Representative for compliance with all Order requirements.  Buyer reserves the right to contact Supplier Representatives to determine the status of Items being provided by the Supplier Representative.  Buyer may assign a PO to: (i) any affiliated company, (ii) any successor in interest or (iii) Buyer’s customer.  

11. Independent Contractor. Supplier is an independent contractor of Buyer. Individuals, entities, or other Supplier Representatives retained by Supplier shall be under its exclusive direction and control and shall not be considered Buyer’s employee(s), agent(s) nor contractor(s).

12. Confidential Information.  If and to the extent that there is a non-disclosure or confidentiality agreement already in effect between Buyer and Supplier, then that existing agreement will govern the protection of the Confidential Information for these Terms. If and to the extent there is no such agreement in effect, the following terms of this Section 12 shall apply for these Terms. “Confidential Information” shall mean confidential or proprietary information of Buyer, including, without limitation: (i) processes, technical information, data, business methods and techniques, methods of presentation, trade secrets, intellectual property, programs and other materials used or to be used by Buyer in manufacturing or selling its products and services, (ii) customer names and customer information, (iii) pricing information, (iv) computer technology, source code, object code, programs and data, whether online, in hard copy or on disk or other medium, whether released or unreleased, (v) financial information, (vi) derivatives, improvements, and modifications of the foregoing, and (vii) all registrations, applications, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing now or hereafter in force or hereafter acquired or adopted; and (vii) all other confidential or proprietary information about Buyer’s business, whether in tangible or intangible form.  Supplier acknowledges that the Confidential Information constitutes a valuable asset of, and is proprietary to, Buyer.  Supplier shall protect all Buyer information designated as confidential with at least the same level of care as Supplier protects Supplier’s own confidential information, but not less than a reasonable level of care. To the extent permitted by law, Supplier shall not use or disclose Buyer confidential information without Buyer's prior approval and shall return such information to Buyer at the end of the Order or upon Buyer's request.

13. Intellectual Property. Supplier hereby irrevocably assigns to Buyer all rights, title and interest in and to any Work product (e.g., drawings, designs, plans, reports, studies, other written material or software) developed for Buyer under the Order. This assignment excludes Supplier’s existing intellectual property (including any modifications or enhancements thereto) provided to Buyer under the Order. Supplier hereby grants Buyer (and its affiliated entities and third-party providers) a nonexclusive, royalty-free, worldwide, perpetual license and all information or source codes or programs necessary to use such existing intellectual property, including software, in connection with the Items. Buyer retains all right, title and interest in and to, and Supplier shall not use (except as necessary to perform the Order), Buyer’s data and other intellectual property (and materials).

14. Safety. Supplier will comply, and will require Supplier Representatives providing Items on Buyer’s premises to comply, with Buyer’s employee health and safety (“EHS”) requirements, industry standards and all occupational health and safety legislation and regulations.  Supplier warrants that it will, whenever possible, use commercially available parts of the highest industry quality and the Items will be equipped with approved or appropriate fail-safe safeguarding systems.  If performing Work on Buyer’s premises, Supplier acknowledges it has read, understands, and will comply with Buyer’s Contractor EHS Requirements and Instructions, COR-SAF-SD-0021O (“Safety Requirements”), including Supplier’s obligations for designated safety personnel as described in Safety Requirements Section 5.  Specifically, Supplier must provide designated safety personnel based on the number of Seller or Seller Representative individuals at Buyer’s site(s) (e.g., 10-19, 20-49, and 50 or more Seller Representatives trigger incremental designated EHS personnel safety responsibilities).  Notwithstanding any exemption from Buyer, if performing Work on Buyer’s premises, Supplier must, at Supplier’s own cost and expense, subscribe to ISNetWorld® (isnetworld.com - an online portal that manages health and safety data as well as other vital contractor qualifications) and remain in good standing with ISNetWorld® throughout the duration of the Order.  To complete on-site Items or deliver Items for Buyer, Supplier must (i) subscribe to ISNetWorld® within ten (10) calendar days of executing this Order or prior to commencing Items or delivering Items under an Order whichever occurs first and (ii) upload all necessary required documents/credentials unless otherwise noted by Buyer. Failure to maintain an active subscription and an acceptable ISNetWorld® World grade will be a material breach of this Order unless Buyer specifies otherwise in writing.

15. Compliance with Laws.  Supplier shall comply with all applicable federal, national, provincial, state, and local laws, regulations and ordinances of the jurisdictions in which it conducts its business.  Supplier warrants that it is in compliance with all applicable laws, rules and regulations including, without limitation: import and export control; all environmental, health and safety laws, the U.S. Foreign Corrupt Practices Act; the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Fair Labor Standards Act of 1938 (as amended), child labor protections, equal employment opportunities, Employer Information Report SF-100, annual filing (41 CFR 60-1.7), Prohibition of Segregated Facilities (41 CFR 60-1.8) and Small Business Concerns, Small Disadvantaged Business Concerns and Women-Owned Business Concerns (48 CFR Chapter 1, Subpart 19.7).  At its own expense, Supplier shall satisfy all governmental requirements for registrations, permits, notices, reports, licenses and supplier notifications with respect to manufacturing, packaging, labeling, waste disposal, specifications of goods and use of goods. Supplier shall be deemed the generator and owner of any waste(s) generated in connection with Supplier’s performance under this Order, and as such, Supplier shall be solely and independently responsible for any liabilities caused by such waste(s); and Supplier shall safely, properly and in compliance with applicable laws, regulations and ordinances, dispose of waste(s) or arrange for the disposal of waste(s).  

16. Compliance with Supplier Code of Conduct. Supplier shall comply with The PureCycle Supplier Code of Conduct in providing Items under Order.  (www.purecycle.com/suppliercodeofconduct). Obligations are hereby incorporated by reference and made part of this Order. In the event there is a conflict between Supplier Code of Conduct and the terms and conditions of this Order, the terms and conditions of this Order shall govern. Buyer may modify the Supplier Code of Conduct at any time by posting notice of such modified changes on the website shown above. Supplier may, as an alternative and subject to Buyer’s prior review and approval, comply with Supplier’s own code of conduct if it is substantially similar to Buyer.  Supplier shall maintain an integrity and compliance program acceptable to Buyer and effective in preventing and correcting ethical violations and in maintaining compliance with applicable laws.  Supplier shall promptly notify Buyer in writing of any Supplier senior leadership organizational changes, including name or ownership changes, mergers or acquisitions.  

17. Audits and Records. Seller must maintain all Buyer-related records in compliance with applicable law, but in any event not less than five (5) years from Buyer’s payment of the last invoice relating to the Items provided under this Order.  Upon notice from Buyer, Supplier shall provide Buyer (and its accountants and auditors) with access to Supplier's locations and records (except internal cost records of Supplier) for Buyer to audit Supplier's compliance with this Order, including but not limited to compliance with applicable law, Buyer’s Supplier Code of Conduct, and Buyer’s defined scope of work.  

18. Liability and Indemnity. Unless resulting directly from Buyer’s sole negligence or willful misconduct, Supplier shall defend, indemnify, and hold harmless Buyer from and against any and all third party claims, losses, liabilities, and/or costs including settlements, judgments, fines, penalties, reasonable attorney fees, court costs and other litigation expenses (collectively, “Claim(s)”) relating to or arising out of any Items, including Work, provided by Supplier or Supplier Representatives.  For the purposes of this section, “third parties” include, but is not limited to, employees and employee’s beneficiaries of Buyer, Supplier and Supplier Representatives and government agencies.

19. Liability Limitation.  WITH RESPECT TO THIS ORDER, EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS OR ALLEGED INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY HERETO FOR ANY INDIRECT, INCIDENTAL, COLLATERAL, SPECIAL, PUNITIVE, UNFORESEEN, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, LOSS OF USE, LOST REVENUE OR LOST GOODWILL, REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SUPPLIER AND/OR SUPPLIER REPRESENTATIVES SHALL NOT WITHHOLD ANY BUYER DATA AS A MEANS OF RESOLVING A DISPUTE WITH BUYER OR ANY OF ITS AFFILIATE(S).  Except for Claims arising from Supplier's gross negligence or willful misconduct, and exclusive of recoverable Supplier insurance proceeds, each Party's Claims liability shall be limited to the value of actual, direct damages not to exceed the total value of the applicable Order.

20. Insurance.  Supplier shall, at its expense, maintain Commercial General Liability (CGL) insurance providing coverage for all Supplier operations, including products and Items sold hereunder.  Supplier’s policy must name Buyer as an Additional Insured using ISO forms CG2010 and CG2037 or their equivalents. The policy shall include Broad Form Vendors coverage and coverage for liabilities assumed under contract.  The CGL policy shall provide limits of at least $1,000,000 per occurrence. To the extent Supplier will require access to any of Buyer’s locations in connections with delivering or providing the Items under the PO, Supplier further agrees to maintain Automobile Liability Insurance of at least $500,000 Combined Single Limit.  All Suppliers who will enter Buyer’s premises shall provide evidence of Workers Compensation insurance in state statutory limits and Employer’s Liability Insurance in an amount not less than one million dollars ($1,000,000.00). Supplier is also required to carry an Excess/Umbrella policy with limits of at least $5,000,000 following form and applying in excess of Supplier’s Commercial General Liability, Automobile Liability and Employers Liability policies.  Supplier shall maintain or self-insure and shall cause all Supplier Representatives to maintain property insurance covering all Supplier and Supplier Representatives’ equipment (whether owned, rented, or borrowed).  It is understood that this coverage shall not be included under a Buyer builders risk policy.  Supplier’s property insurance shall also cover materials stored by Supplier or Supplier Representatives off of Buyer’s property or in transit.  Consistent with this coverage requirement, Supplier shall assume all risk of loss and damage to its property, equipment, tools, materials, and field offices (including all contents); and of Supplier’s employee’s tools and effects.  All liability insurance policies held by Supplier will be considered primary and non-contributory to any insurance carried by Buyer.  All policies required herein shall provide a waiver of subrogation in favor of Buyer, providing that each insurer shall waive its rights of recovery, under subrogation or otherwise, against Buyer, including any and all claims, damages, losses, costs and expenses. Prior to beginning performance under the Order, Supplier shall provide a certificate of insurance to Buyer showing evidence of all required policies as well as copies of endorsements for Additional Insured, Primary and Non-Contributory coverage, and Waivers of Subrogation for all policies except property insurance.  Supplier’s insurer(s) or insurance broker(s) must provide 30 days written notice to Buyer of any policy cancellation or material modification.  Material modification is defined here as a reduction in insurance limits purchased by Buyer or an erosion in aggregate limits of 50% or more.  Each of Supplier’s insurance carriers shall hold an A.M. Best rating of at least A,V.  The above provisions, including Additional Insured status and Waiver of Subrogation in favor of Buyer, apply to Supplier and all Supplier Representatives.  Supplier shall be responsible for ensuring all Supplier Representatives maintain the required insurance coverages.  

21. Force Majeure.  Neither Party shall be liable for delays in performance or non-performance when, with reasonable care, diligence and planning, the performance or non-performance of such obligation is unforeseeable and is prevented, delayed, or hindered due to acts of God, war, riot, fire, terrorism, labor trouble, unavailability of materials or components, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or causes beyond either Party’s reasonable control (“Force Majeure Event”).The affected Party shall provide the other with written notice of a Force Majeure Event as soon as reasonably practicably but, in any event, within five (5) business days the affected Party became aware of the Force Majeure Event.  In the event of such delay, the time for performance shall be extended by a period of time reasonably necessary to overcome the effect of the delay.  Should such a Force Majeure Event continue for more than thirty (30) calendar days following written notice, the affected Party may terminate the applicable Order as provided in Section 3 (Term and Termination).

22. Notices.  All notices and approvals under the Order shall be in writing and deemed given to the receiving Party when: (a) received at the email address specified in the Order; (b) delivered by hand to the person specified at the address specified; or (c) delivered by registered or certified mail, return receipt requested, to the person specified at the address specified. In any event, for Buyer copies of any notices must also be sent to: legaldepartment@purecycle.com.  If a Party does not specify such information, the address on the Order shall be used. Either Party may change its information upon ten (10) business days notice to the other.

23. General Provisions. (a) Law and Jurisdiction.  Order shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida without giving effect to the principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not govern this Order. Each Party consents and submits to the exclusive jurisdiction of, and service of process by, the United States District Court for the Middle District of Florida or the state courts of Florida;  (b) Severability.  Each provision herein shall only apply to the extent permitted by applicable law;  (c) Waiver.  Failure of either Party to exercise any of its rights under this Order on one occasion shall not waive its right to exercise the same on another occasion. No waiver of or exception to any of the provisions of this Order shall be valid unless specifically agreed to in writing. No waiver of a breach of any provision of this Order shall constitute a waiver of any other breach, or of such provision; (d) Amendments.  The terms of this Order shall not be amended or modified in any respect whatsoever except by a written instrument executed by Buyer and Supplier;  (e) Exclusivity.  The rights, remedies and warranties set forth in these Terms are not exclusive and are in addition to any and all other rights, remedies and warranties provided by law;  (f) Survival.  Supplier’s obligations that by their very nature must survive expiration, termination or completion of the PO, including but not limited to obligations under Section 3 (Term and Termination), Section 9 (Representations and Warranties), Section 12 (Confidential Information), Section 15 (Compliance with Laws), Section 18 (Liability and Indemnity), Section 20 (Insurance), and Section 23 (General Provisions), shall survive expiration, termination or completion of the PO; (g) Buyer reserves the right to update these Terms at any time without prior notice. In the event that any changes are made to these Terms, the revised Terms shall be posted on Buyer’s website; (h) Interpretation. In the event of any inconsistency or conflict between these Terms and a PO the provision contained on the PO shall control and take precedence. Buyer’s specifications shall prevail over Supplier specifications. In the event of conflict between specifications, drawings, samples, designated type, part number or catalog description, the specifications shall govern over drawings, drawings over samples, whether or not approved by Buyer, and samples over designated type, part number or catalog description.

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