Terms & Conditions

STANDARD TERMS OF PURCHASE

1. ACCEPTANCE OF Seller shall comply with all terms set forth herein and in the Purchase Order, to which these terms are attachedand/or are expressly incorporated by reference (collectively, the “Order”), including amendments, specifications and other documents referred to in thisOrder. Unless otherwise stated on the face of the Order or in a separate written supply agreement between the parties, the terms herein shall prevail overconflicting terms. If any “click-wrap,” “click-through,” “browse-wrap,” or “shrink- wrap” terms are included or embedded with the goods or services,including software, those conditions will be of no force and the Order will prevail. Issuance by Buyer of this Order shall not constitute an acceptance of anyof Seller’s offers to sell, quotations, or other proposals. Reference in the Order to any such offers to sell, quotations or proposals shall in no way constitute amodification of any of the terms of the Order, which shall always prevail over any such offers, quotations or proposals. ANY ACCEPTANCE ORACKNOWLEDGMENT OF THE ORDER BY SELLER (INCLUDING WITHOUT LIMITATION BY BEGINNING PERFORMANCE OF ANYOF THE WORK OR ACTIVITIES CALLED FOR IN THE ORDER), EVEN IF CONTAINING OR REFERENCING TERMSINCONSISTENT WITH OR IN ADDITION TO THE TERMS OF THE ORDER SHALL BE DEEMED AS A FULL ACCEPTANCE BYSELLER OF THE ORDER, AND THE INCONSISTENT OR ADDITIONAL TERMS SHALL BE DEEMED INEFFECTIVE, UNLESS THEYWERE SPECIFICALLY AND EXPRESSLY ACCEPTED BY BUYER IN WRITING.

2.  PRICES, PAYMENTS AND QUANTITIES.

• Prices & All prices are firm. No additional charges of any kind will be allowed unless specifically agreed in writing by Buyer in an Orderrevision pursuant to Section 5. Seller’s prices include all taxes, fees and/or duties applicable to the goods and/or services, as well as Deliverables, purchased under this Order on Seller’s invoice.
• Payments. (a) Buyer is not obligated to purchase any quantity of goods and/or services except for such quantity(ies) as may be specified either: (i)on the face of the Order; or (ii) on a separate written release issued by Buyer pursuant to the Unless otherwise stated on the face of the Order orprescribed by Law, payment terms are net due 60 calendar days from the later of (a) the date of receipt of a valid invoice by Buyer or (b) the receipt ofconforming goods and/or services by Buyer (the “Net Date”). Seller’s invoice shall in all cases bear the Order number and shall be issued no later than ninety(90) days after receipt of the goods by Buyer and/or Seller’s completion of the services. To the maximum extent permitted by Law, Buyer shall be entitledto reject Seller’s invoice without liability if it fails to include the Order number, is issued after the time set forth above or is otherwise inaccurate. Suchrejection shall not entitle Seller to suspend performance and any resulting delay in Buyer’s payment or nonpayment shall be Seller’s sole responsibility.Seller warrants that it is authorized to receive payment in the currency stated in the Order. Buyer shall be entitled at any time to set-off any and all amountsowed by Seller or a Seller Affiliate to Buyer or a Buyer Affiliate, on this or any other order or agreement. “Affiliate” shall for the purposes of this Ordermean, with respect to either party, any entity, including without limitation, any individual, corporation, company, partnership, joint venture, limited liabilitycompany or group, that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such party.

2.3 Quantities.

• General. Unless otherwise agreed to in writing by Buyer, Seller shall not make material commitments or production arrangements in excess of thequantities specified in the Order or release and/or in advance of the time necessary to meet Buyer’s delivery Should Seller enter into suchcommitments or engage in such production, any resulting exposure shall be for Seller’s account. Goods delivered to Buyer in excess of the quantities specifiedin Buyer’s Order or release and/or in advance of schedule may be returned to Seller at Seller’s risk and expense, including but not limited to, any cost incurredby Buyer related to storage and handling of such goods.
• Cessation of Production/Replacement Parts: Seller shall give Buyer at least 180 calendar days’ prior written notice of the permanent discontinuance ofproduction of any goods purchased hereunder and/or necessary for the production/provision of goods and/or services The foregoing obligation shall survive termination or expiration of this Order for one calendar year.

3.  DELIVERY AND PASSAGE OF TITLE.

• Time is of the essence of this Seller shall deliver all goods and services, including Deliverables within Buyer’s delivery schedule as set forthin the Order. As used herein, the term “Deliverables” means all items in tangible and intangible form, including inventions, discoveries, works ofauthorship, programs, derivative works, ideas, techniques, methods, processes, information, data, documentation and materials, that Seller creates,prepares or delivers to Buyer, or otherwise produces, conceives, makes, proposes or develops, in the context of rendering any work to Buyer hereunder. IfSeller for any reason anticipates difficulty in complying with the required delivery date or in meeting any of the other requirements of this Order, Sellershall promptly notify Buyer in writing. Unless otherwise stated on the face of the Order, if Seller fails to deliver all the goods and related documents (including,but not limited to, drawings, certificates, manuals and quality documents) and/or complete the services as scheduled, Seller shall pay 1% of the total amountof the Order per week or part of the week of delay, up to 15% of the total value of the Order. The parties agree that such amounts are a reasonable pre-estimate of the damages Buyer will suffer as a result of delay based on circumstances existing at the time the Order was issued and are to be assessed as liquidateddamages and not as a penalty. However, the parties agree that it is not possible for them to estimate or calculate the damages that Buyer may suffer as a result ofdelays exceeding 15 weeks; accordingly, for any delay exceeding 15 weeks, Buyer shall be entitled to recover any documented additional damages that Buyerincurs as a result of Seller’s additional delay. In this context, Seller hereby acknowledges that the goods and/or services it provides hereunder may be linked toor a part of a back-to-back supply obligation of Buyer with its customer(s). Unless expressly agreed to the contrary in writing, Buyer’s remedies arecumulative and Buyer shall be entitled to pursue any and all remedies available under applicable Law, contract and/or equity, including but not limited toBuyer’s right to terminate this Order for default. Furthermore, if Seller does not comply with Buyer’s delivery schedule, Buyer may require delivery by fastestmethod at Seller’s cost.

4.  BUYER’S PROPERTY.

• Buyer’s Tools, Equipment and Other Property. Buyer assumes no obligation to furnish Seller with any tools, equipment or materials for theperformance of this Order, except as may be expressly provided Such tangible and intangible property (including information, data, tools, materials,drawings, computer software, know-how, documents, trademarks, copyrights, equipment or other material) furnished by Buyer shall be and remainBuyer’s property and shall be accepted and used by Seller, including its Subcontractors and the rest of the Seller Group, in “AS IS” and “WHERE IS”condition, with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk. Such property and, wheneverpractical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property, safely stored separate and apartfrom Seller’s property, and properly maintained by Seller. Seller shall use Buyer’s property only to perform this Order or other Buyer’s orders, and shall not useit, disclose it to others or reproduce it for any other purpose whatsoever. Such property, while in Seller’s care, custody or control, shall be held at Seller’s solerisk, kept free of any encumbrances and insured by Seller at Seller’s expense in an amount equal at least to the replacement cost thereof, with loss payable toBuyer, and subject to removal, or restitution if damaged or destroyed, immediately upon Buyer’s written request, in which event Seller shall prepare suchproperty for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Seller’s expense.
• Intellectual Property. Seller retains ownership of all intellectual property it owned before or developed independent of this Seller hereby grantsBuyer an irrevocable, non-exclusive and royalty-free license to make, have made, use, and sell products and services embodying any and all intellectualproperty which may be used, made, conceived, or actually reduced to practice in connection with the performance of an Order. If Buyer furnishesspecifications, requirements, designs, Confidential Information, data, or other intellectual property (collectively, “Designs”) to Seller for the manufacture ofthe goods or provision of services, then Seller acknowledges that Buyer is and remains the sole and exclusive owner of the Design, and all improvements,modifications, derivative works and intellectual property rights in them. Seller hereby assigns, and will cause Seller Group to assign, all improvements,modifications, derivative works and intellectual property rights in the Designs to Buyer or its designee. If the Order includes paid-for services (including otherpayment in kind) for development of technology, Seller also agrees to assign and deliver, and will cause Seller Group to assign and deliver, all intellectualproperty rights and materials related to the development to Buyer or its designee. “Buyer Intellectual Property” means: (i) Intellectual Property for allgoods and/or services under the Order except what Seller owned prior to or developed independently of its obligations under the Order; (ii) Intellectual Propertyconceived, produced or developed by Seller, whether directly or indirectly or alone or jointly with others, in connection with or pursuant to Seller’s performanceunder the Order; and (iii) creations and inventions that are otherwise made by Seller through the use of Buyer’s or its Affiliates’ equipment, funds, supplies,facilities, materials and/or Confidential Information. Buyer grants Seller a non-exclusive, non-assignable, revocable license to use Buyer Intellectual Propertyand Confidential Information furnished to or accessed by Seller that is necessary for the sole purpose of performing the Order. Seller may not use,disclose, or reproduce Buyer Intellectual Property or Confidential Information for any other purpose. Seller agrees that it will neither apply for any registrationof rights in any Buyer Intellectual Property nor oppose or object in any way to applications for registration thereof by Buyer or others designated by Buyer.

5. Buyer may at any time make changes within the general scope of this Order, and Seller shall not proceed to implement any change unless and until such change is provided in writing by Buyer in an Order revision. If any changes cause a material increase or decrease in the cost and/or time required for the performance of any work under this Order, an equitable adjustment shall be mutually agreed in writing and reflected in the Order price and/or delivery schedule. Any Seller claim for adjustment under this clause will be deemed waived unless asserted within 30 calendar days from Seller’s receipt of the change (or suspension) notification, and may only include reasonable, direct and documented costs that will necessarily be incurred as a direct result of the change. Notwithstanding anything contrary in this Order, in no event shall Buyer be responsible for Seller’s loss of profit or for any indirect, special, punitive and/or consequential damages, REGARDLESS OF FAULT OR CAUSE.

5.2 Seller shall notify Buyer in writing in advance of any and all: (a) changes to the goods and/or services, their specifications and/or composition; (b) material process changes; (c) material plant and/or equipment/tooling changes or moves; (d) transfer of any work hereunder to another site; and/or (e) material changes to its procurement of goods/services in connection with the Order, and no such change shall occur until Buyer has had the opportunity to conduct such audits, surveys and/or testing necessary to determine the impact of such change on the goods and/or services and has approved such change in writing. Seller shall be responsible for obtaining, completing and submitting proper documentation regarding any and all changes, including complying with any written change procedures issued by Buyer.

6. QUALITY AND AUDITS.

• Inspection/Testing/Audits. In order to assess Seller’s work quality, conformance with Buyer’s specifications and compliance with Laws and theterms of this Order, upon reasonable notice by Buyer: (a) all goods, materials, drawings and services related in any way to the goods and services purchased hereunder shall be subject to inspection and test by Buyer, its Affiliates, its or their relevant customers and/or its or their representatives (each of the foregoing,an “Inspector”) at all times and places, including locations where the goods and services are created or performed, whether they are at premises of Seller,Seller’s Subcontractors or elsewhere; and (b) Seller’s books and records relating to this Order shall be subject to inspection and audit by an
• Seller shall provide and maintain an inspection, testing and process control system (“Seller’s Quality System”) that is acceptable to Buyerand complies with Buyer’s quality policy and/or other quality requirements set forth on the face of the Order or are otherwise agreed to in writing.Acceptance of Seller’s Quality System by Buyer shall not alter the obligations and liability of Seller under this Order. Seller shall keep complete recordsrelating to Seller’s Quality System and related data and shall make such records available to Buyer for: (a) 10 years after completion of this Order; (b) suchperiod as set forth in the specifications applicable to this Order; or (c) such period as required by Law, regulation, code or accounting rules, whichever periodis the longest.
• Product Recall. (a) If a recall is required by Law, any governmental agency or court having jurisdiction, or Buyer or Seller reasonablydetermines that the goods create a potential safety hazard or unsafe condition and as a result that a recall is advisable, the parties shall promptly communicatesuch facts to each To the maximum extent permitted by Laws and/or competent governmental agencies, Buyer shall have the right to determine whether avoluntary recall of the affected goods is warranted or advisable. Seller and Buyer shall cooperate with and assist each other in any corrective actions and/orfilings.

(b) To the extent a recall is determined to have been caused by a defect, non-conformance or non-compliance that is the responsibility of Seller, Seller shallreimburse and hold harmless Buyer from all reasonable costs and expenses incurred in connection with any recall, repair, replacement or refund program,including all costs related to: (i) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairing, or where repair of thegoods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification.

• (a) “Escape” means a good or service received by Buyer in a non-conforming manner and for which the non- conformance is notdetected prior to the good or service leaving a Buyer facility. For each Escape that Buyer determines is a result of the delivery of non-conforming goods by Seller, Seller will be assessed and obligated to pay Buyer liquidated damages in the amount of USD 1500 (or the equivalent amount in the currency in whichBuyer pays Seller) to cover the costs and expenses associated with administrative processing of the non-conforming goods. Such assessment may be creditedby Buyer against any amount due and owing Seller. Seller shall have the right to prove to Buyer that no such administrative costs and expenses were incurredby the delivery of the non-conforming goods or that such costs and expenses actually incurred by Buyer were significantly lower than the assessment. (b)Buyer does not waive and specifically reserves the right to claim any damages (including actual, incidental, and/or consequential damages, or any otherdamages to which it may be legally entitled under applicable law or this Order) in addition to the amount of the assessment and pursue other remedies, suchas the cost of the replacement goods.

7. If any of the goods and/or services furnished pursuant to this Order are found within a reasonable time after delivery to bedefective or otherwise not in conformity with the requirements of this Order, including any applicable drawings and specifications, whether such defector non-conformity relates to scope provided by Seller or any of its Subcontractors, then Buyer, at its discretion and at Seller’s expense may reject andreturn all or any portion of such goods and/or services as well as any other remedies available at law or in equity, including but not limited to the remedieslisted in 9.3, below. For any repairs or replacements, Seller, at its sole cost and expense, shall perform any tests reasonably requested by Buyer to verify conformance to this Order.

8. WARRANTIES.

• Seller warrants that all goods and services provided pursuant to this Order, whether provided by Seller or any of its Subcontractors, will: (a) be new andof merchantable quality; (b) be free from all defects in design, workmanship, material and title, and Seller will cause any lien or encumbrance asserted to bedischarged, at its sole cost and expense, within 15 calendar days of its assertion (provided such liens do not arise out of Buyer’s failure to pay amounts not indispute under this Order); (c) be provided in strict accordance with all requirements, regulations, codes, standards, specifications and other requirementsapproved or provided by Buyer; (d) be provided/performed in a competent and professional manner in accordance with the highest standards and bestpractices that apply in Seller’s industry; and (e) not infringe any intellectual property right or include any Copyleft type
• The foregoing warranties shall apply for a period of: (a) 24 months from the date when goods are put into operation or (b) 48 months fromdelivery of the goods or performance of the services, plus delays attributable to Seller’s actions such as those due to non- conforming goods and services,whichever occurs
• If any of the goods and/or services are found to be defective or otherwise not in conformity with the warranties in this Section during the warrantyperiod, then Buyer, in addition to any other rights, remedies and choices it may have by law, contract and/or at equity, and in addition to seeking recovery ofany and all damages and costs emanating therefrom, at its discretion and at Seller’s expense may:

(a) require Seller to inspect, remove, reinstall, ship and repair or replace/re-perform nonconforming goods and/or services with goods and/or services thatconform to all requirements of this Order; (b) take such actions as may be required to cure all defects and/or bring the goods and/or services into conformitywith all requirements of this Order, in which event all related costs and expenses (including, but not limited to, material, labor and handling costs and anyrequired re-performance of value added machining or other service) and other reasonable charges shall be for Seller’s account; (c) reject and return all or anyportion of such goods and/or services and/or (d) withhold total or partial payment. Any repaired or replaced good, or part thereof, or re-performed servicesshall carry warranties on the same terms as set forth above, with the warranty period being the greater of the original unexpired warranty or 24 months afterrepair or replacement.

9. Buyer may suspend performance of all or any part of the Order at any time by notice to Seller. Upon receiving notice, Seller shallpromptly suspend work to the extent specified, properly protect all work in progress and materials. Buyer may at any time withdraw the suspension as to allor part of the suspended work by written notice. Seller shall resume diligent performance on the specified effective date of withdrawal. Buyer accepts no liability and hereby rejects claims for cost or time resulting from suspension.

10.  TERMINATION.

• Termination for Convenience. Buyer may terminate all or any part of this Order without cause by ten 10 days’ written notice to Upontermination (other than due to Seller’s insolvency or default including any failure to comply with this Order), Buyer and Seller shall negotiate reasonabletermination costs, limited to materials and labor costs incurred prior to termination, provided that the costs are identified, documented and communicated by Seller to Buyer within 30 calendar days of Buyer’s termination notice to Seller, unless the parties have agreed to a termination schedule in writing. Buyer shall have theright to terminate at no cost all Orders with delivery lead times of 60 calendar days or longer by providing written notice within 14 calendar days of Seller’sfinal Order acceptance.
• Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller or any of its Subcontractors(lasting not more than 60 calendar days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a)fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment,endangers performance of this Order in accordance with its terms; and/or (c) fails to comply with any of the terms of this Such termination shallbecome effective if the Seller does not cure such failure within 10 calendar days of receiving notice of default or immediately if such breach is incapable ofcure.
• Termination for Insolvency/Prolonged Delay. If Seller ceases to conduct its operations in the normal course of business or fails to meet its obligations as they mature or if any proceeding under bankruptcy or insolvency Laws is brought by or against Seller, a receiver for Seller is appointed orapplied for, an assignment for the benefit of creditors is made or an excused delay (or the aggregate time of multiple excused delays) lasts more than 60calendar days, Buyer may immediately terminate this Order without liability to the fullest extent permitted by the Governing Law, except for goods orservices completed, delivered and accepted within a reasonable period after termination (which will be paid for at the Order price).
• Obligations on Termination. Unless otherwise directed by Buyer, after receipt of a notice of termination of this Order, Seller shall immediately: (a)stop work as directed in the notice; (b) place no further subcontracts or purchase orders, except as necessary to complete any continued portion of thisOrder; (c) terminate all subcontracts to the extent they relate to work terminated and (d) deliver to Buyer all completed work and work in process, includingall designs, drawings, specifications, other documentation and material required or produced in connection with such work, and all of Buyer’s ConfidentialInformation as defined in Section 14.

11. INDEMNITY. Seller shall defend, indemnify, release and hold harmless Buyer and its Affiliates against any and all Claims and liabilities arising from this Order, REGARDLESS OF FAULT OR CAUSE, but excluding claims and liabilities to the extent they are attributable to the gross negligence of Buyer.

12. ASSIGNMENT AND Seller may not assign or novate (including by change of ownership or control, by operation of Lawor otherwise) this Order or any interest herein, including payment, without Buyer’s prior written consent. Seller shall not subcontract or delegate performanceof all or any substantial part of the work called for under this Order without Buyer’s prior written consent. Any assignee/novatee of Seller shall be bound by theterms and conditions of this Order. Seller shall not utilize any Subcontractors who are likely to interface with any government official in providing the work called for under this Order to or on behalf of Buyer without the prior written approval of Buyer. Buyer may freely assign this Order to any third party or Affiliate.

13.  COMPLIANCE WITH LAWS.

• General. As a material element of this Order, Seller Covenants that it will comply with: (a) all Laws; and (b) good industry practices, includingthe exercise of that degree of skill, diligence, prudence and foresight which can reasonably be expected from a competent seller who is engaged in thesame type of service or manufacture under similar Seller holds the full responsibility of compliance with this document and to determine all thecountry/local applicable installation requirements, regulations, other requirements, codes and standards that relate in any way to the scope of supply, andcomply with the foregoing. Seller’s non-compliance with country/local applicable installation requirements, regulations, other requirements, codes andstandards shall be considered a breach of the warranties in Section 6.

13.2   Environment, Health and Safety.

• General. Seller Covenants that it will take the necessary and appropriate actions and precautions to protect health, safety and the environment,including to prevent any injury to persons, property and/or the environment and has established effective requirements to ensure any members of the SellerGroup and any suppliers it uses to perform the work called for under this Order will be in compliance with Section 13 of this Order.
• Material Content and Labelling. Seller Covenants that each chemical substance or hazardous material (any substance or material defined as such, orregulated on the basis of potential impact to safety, health or the environment, pursuant to applicable Law) constituting or contained in the goods is suitable foruse and transport and is properly packaged, marked, labelled, documented shipped and/or registered under applicable

14. CONFIDENTIALITY AND “Confidential Information” means any Buyer’s or a Buyer Affiliate’s property furnished to orobtained by Seller Group in connection with the Order (including, any drawing, specification, data, goods or information), and any information derived fromthem. Confidential Information also includes the terms of the Order. During the term of this Order and 10 years after this Order terminates, and for as long asConfidential Information remains a trade secret for Confidential Information that is a trade secret, the Seller Group (a) will use the information only forperforming the Order; (b) protect the Confidential Information with at least a reasonable standard of care to prevent disclosure of the Confidential Information;(c) promptly notify Buyer if any of its Confidential Information is disclosed in breach of this Order; (d) make copies of Confidential Information only asrequired to perform the Order and all permitted copies must be marked “Confidential – Do Not Use, Disclose, Reproduce or Distribute”; (e) and stop usingand promptly return or destroy all Confidential Information and copies thereof (except the terms of the Order) upon termination of this Order or upon Buyer’srequest. The Seller Group may destroy all Confidential Information contained on system backup media according to the Seller’s backup policy. Seller maydisclose Confidential Information to a Seller’s employees who has a need to know and who are bound in writing to confidentiality obligations and userestrictions at least as restrictive as in this Order. Seller may also disclose Confidential Information to comply with a legal obligation, but only after promptlynotifying Buyer of its disclosure obligation so that Buyer may seek an appropriate protective order. Confidential Information does not include information thatcan be shown by written evidence that: (a) is or becomes publicly available other than as a result of disclosure by Seller Group; (b) was available on a non-confidential basis to Seller Group before its disclosure to Seller Group by Buyer; (c) is or becomes available to Seller Group on a non-confidential basis from asource other than Buyer or its Affiliates, or (d) was independently developed by Seller, without reference to the Confidential Information. The confidentialityterms of this Order supersede the terms of any prior non-disclosure agreement (“NDA”) concerning pre-Order negotiations with regard to all ConfidentialInformation disclosed under the prior NDA. Except to the extent required by Law, Seller or its Group shall not release information with respect to theexistence or terms of this Order or any related document and shall not use the name, logo, trademarks, photographs or any reference to Buyer or itsAffiliates in advertising, marketing, public relations or similar publications without the prior written authorization of a duly authorized representative of Buyeror the relevant Buyer Affiliate.

15. INTELLECTUAL PROPERTY Seller shall indemnify, defend and hold Buyer and its Affiliates and their clients,employees, officers, directors, representatives, and agents harmless from and against any suit, claim or proceeding (and all costs and expenses relatedthereto) arising out of any actual or threatened infringement of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary rightor any litigation based thereon, with respect to any good or service (or part thereof) or the use of any good or service provided under the Order. Anysettlement of such suit, claim or proceeding shall be subject to Buyer’s consent. If use of the good or service is enjoined, Seller shall, at Seller’s expense and atBuyer’s option, either procure for Buyer the right to continue using the good or service or replace the same with a non-infringing equivalent.
16. PACKING, PRESERVATION AND Seller shall ensure its packing, preservation and marking is in accordance with the specificationdrawings and any specifications that apply to the Order, or if not specified, with the best commercially accepted practices, and at a minimum with Laws.Seller shall place all markings in a conspicuous location as legibly, indelibly and permanently as the nature of the article or container will permit. All goodsshall be packed in an appropriate manner, giving due consideration to the nature of the goods, with packaging suitable to protect the goods during transportfrom damage and otherwise to guarantee the integrity of the goods to destination. Goods that cannot be packed due to size or weight shall be loaded intosuitable containers, pallets, or crossbars thick enough to allow safe lifting and unloading.
17. GOVERNING This Order shall in all respects be governed by and interpreted in accordance with the substantive laws of the State of Texas,U.S., excluding its conflicts of law provisions.
18. ELECTRONIC For contract formation and all other purposes, each electronic message sent between the parties will be deemed, TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: a) “written” and a “writing”; b) “signed”; and
19. c) an original business record when printed from electronic files or records established and maintained in the normal course of The partiesexpressly waive any right to object to the enforceability of any such electronic message on any grounds. By placing a name or other identifier on any suchelectronic message, the party doing so intends to sign the message with his/her signature.
20. ENTIRE This Order is intended as a complete, exclusive and final expression of the parties’ agreement with respect to the subject matter herein and, unless otherwise expressly agreed in writing between the parties, supersedes any prior or contemporaneous agreements, whether written or oral, between the parties.  This Order may be executed in one or more counterparts, each of which shall for all purposes be deemed an original and all of which shall constitute the same instrument.  No course of prior dealings and no usage of the trade shall be relevant to determine the meaning of this Order even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection.  The invalidity, in whole or in part, of any of the foregoing articles or paragraphs of this Order, or any part thereof, shall not affect the remainder of such sentences, articles or paragraphs or any other sentences, article or paragraph of this Order, which shall continue in full force and effect.  Further, the parties agree to give any such article or provision deemed invalid, in whole or in part, a lawful interpretation that most closely reflects the original intention of Buyer and Seller. All provisions or obligations contained in this Order, which by their nature or effect are required or intended to be observed, kept or performed after termination or expiration of an Order will survive and remain binding upon and for the benefit of the parties, their successors (including without limitation successors by merger) and permitted assigns including, without limitation, Sections 4, 5, 8, 9, 11, 12, 14, 15, 16, 17, 20, 21 and 24.