Terms and Conditions

1. Complete Agreement. This Purchase Order shall become a binding agreement between KENTCO Corporation, a Virginia corporation doing business as PROTEQ (the “Buyer”) upon the identified vendor (the “Seller”) acknowledging acceptance of this Purchase Order (hereinafter referred to as the “Purchase Order” or “Order”) or commencing performance of this Purchase Order, whichever occurs first. This Purchase Order and these terms and conditions, together with the specifications, drawings, documents, and any supplemental terms referred to in the Purchase Order, and any other documents agreed to in writing by Buyer and Seller, and which by this reference are all made a part hereof, constitute the entire agreement between the parties, and all prior negotiations, proposals and writings pertaining to this Purchase Order or the subject matter hereof are superseded. Any reference to Seller’s quotation, bid or proposal does not imply Buyer’s acceptance of any term, condition or instruction contained in such document. Any invoice, acknowledgement or other communication issued by Seller in connection with this Purchase Order shall be construed to be for record and accounting purpose only. Any terms and conditions stated or referenced in such communications shall not be applicable to this Purchase Order and shall not be considered as Seller’s exceptions to the provisions of this Purchase Order and are hereby excluded and objected to by Buyer. Trade custom and trade usage are superseded by this Purchase Order and shall not be applicable in the interpretation of this Purchase Order. In the event of any ambiguities, express conflicts or discrepancies in the specifications, drawings or other documents and any supplemental terms which are a part of this Purchase Order, Seller shall immediately submit the matter to Buyer for its determination and shall comply with the determination of Buyer in such matter. All headings in this Purchase Order are for the convenience of reference only and shall not be used in the interpretation of any of the provisions of this Purchase Order. This Purchase Order expressly limits acceptance to the terms of this Order and Buyer hereby objects to any different or additional terms contained in any response to this Order. To the extent that this Purchase Order might be treated as an acceptance of Seller’s prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof, and the shipment of the products covered by this Order (“Goods”) or work performed by Seller (“Services”) shall constitute such assent. In addition to the other terms in this Purchase Order, this Order expressly includes all implied warranties and all of Buyer’s remedies set forth in the Uniform Commercial Code and similar laws in other countries. The terms of this Purchase Order are the sole and exclusive terms on which Buyer agrees to be bound.
2. Inspection and Acceptance. Buyer’s final acceptance of Goods or Services is subject to Buyer’s inspection within sixty (60) days after receipt at Buyer’s facility or such other place as may be designated by Buyer, notwithstanding any payment or prior test or inspection. Seller and its suppliers shall establish and maintain a quality control and inspection program as specified in the Purchase Order. Subject to applicable national security regulations, Buyer and Buyer’s U.S. Government Customer shall have the right of access, on a non-interference basis, to any area of Seller’s or Seller’s supply chain sub-tier premises where any part of the work is being performed. Seller shall flow this requirement down to its sub tier supply chain suppliers as a condition of this Purchase Order. Seller shall, without additional costs to Buyer, provide all reasonable in-plant accommodations, facilities, and assistance for the safety and convenience of the Buyer and the Buyer’s representatives in the performance of their duties. Seller shall keep and maintain inspection, test and related records, which shall be available to Buyer or Buyer’s representative. Seller shall allow copies to be made and shall furnish all information required by the Buyer or Buyer’s U.S. Government Customer.
3. Rejection. If Seller delivers non-conforming Goods or Services, Buyer may, at its option and Seller’s expense: (i) return the Goods for refund or credit; (ii) require Seller to promptly correct or replace the Goods or Services; (iii) correct the nonconformance; or, (iv) obtain conforming Goods or Services from another source. Buyer shall specify the reason for any return or rejection of nonconforming Goods or Services and/or shall describe the action taken. Seller shall be liable for any increase in costs, including procurement costs attributable to Buyer’s rejection of the non-conforming Goods or Services. If Buyer determines or has reason to believe that Goods provided contain suspect and/or counterfeit parts, Buyer shall provide Seller the appropriate notice, impound the suspect/counterfeit parts, and report all occurrences to responsible government agencies in accordance with applicable law or regulation.

1. 4. Changes. a. By written order, Buyer may from time to time direct changes for:(i) technical requirements; (ii) shipment or packing methods; (iii) place of delivery, inspection or acceptance; (iv) reasonable adjustments in quantities, delivery schedules or both; (v) amount of Buyer–furnished property; (vi) time of performance; (vii) place of performance; and,(viii) terms and conditions of this Purchase Order required to meet Buyer’s obligations under Buyer’s Government prime contract or subcontract.
2. b. If any such change causes an increase or decrease in the price or in the time required for its performance, Seller shall promptly notify Buyer thereof and assert its claim for equitable adjustment within thirty (30) days after the change is ordered, and an equitable adjustment shall be made. However, nothing in this provision shall excuse Seller from proceeding immediately with the directed change(s). Changes shall not be binding upon Buyer except when specifically confirmed in a written Change Order.
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5. Delivery. Delivery of the Goods and performance of any Services shall be made pursuant to the schedule, via the carrier, and to the place specified on the face of this Purchase Order unless changed by written instructions from Buyer prior to shipment or performance. Time is and shall remain of the essence in the performance of this Order. Seller shall notify Buyer in writing immediately of any actual or potential delay to the performance of this Order. Such notice shall include a revised schedule and shall not constitute a waiver to Buyer’s rights and remedies hereunder. Buyer reserves the right to return, shipping charges collect, all Goods received more than three (3) business days in advance of the specified delivery date or after the specified delivery date. If this Purchase Order calls for delivery in installments and Seller fails to deliver an installment on the designated delivery date, Buyer may decline to accept subsequent installments and terminate the balance of this Order.
6. Shipping & Transportation Instructions. Unless otherwise stated in the Purchase Order, F.O.B. point shall be Destination (Incoterms 2010 DDP for International transactions). Unless otherwise specified on the face of the Order, all Goods shall be packaged by Seller in suitable containers to permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening, and all boxes and packages must contain packing sheets listing contents. Buyer’s purchase order number must appear on all shipping containers, packing sheets, delivery tickets, and bills of lading. The Buyer shall make best efforts to arrange the shipment so that the Goods will not be separated during any transshipment. All Goods shall be shipped on carriers certified compliant with C-TPAT (Customs-Trade Partnership Against Terrorism). Any air or ocean transportation services must be made on carriers and vessels under flag registry of the United States in compliance with FAR 47.403 (“Guidelines for Implementation of the Fly America Act”) and FAR 47.5 (“Ocean Transportation by U.S.-Flag Vessels”), unless otherwise authorized in writing by Buyer. If such U.S.-flag carriers or vessels are not available, the Seller shall notify Buyer prior to shipment in order to request further written instructions. Failure to use such U.S.-flag carriers/vessels without prior written authorization from Buyer shall be grounds for termination for default of this Purchase Order by Buyer, with no payment being issued for any shipping/transportation costs.
7. Title and Risk of Loss. Seller warrants full and unrestricted title to Buyer for all Goods and Services furnished by Seller under this Purchase Order, free and clear of any and all claims, demands, liens, restrictions, security interests and encumbrances of suppliers or workmen or subcontractors of Seller who are providing services, labor, equipment or materials in any way related to this Purchase Order. In the event of any claim of lien or lien upon any property of Buyer by any such Seller suppliers, workmen or subcontractors, Seller, at its sole cost and expense, shall immediately take all action necessary to promptly remove such claim of lien or lien. If Buyer makes progress payments to Seller under this Purchase Order, title to the Goods ordered shall pass to Buyer at the time Seller identifies the Goods to this Purchase Order. Seller shall clearly identify the Goods as property of Buyer by visible marking or tagging and Buyer shall have the right, at its option, to inspect and verify that the Goods have been identified as Buyer’s property. Care, custody and control of such Goods remain with the Seller until such time as Buyer takes physical possession or otherwise agrees in writing by change order to this Purchase Order. Unless otherwise specified on this Purchase Order, Goods shall be delivered in accordance with the shipping terms designated on the face hereof, at which time title and risk of loss on the Goods shall pass to Buyer. If any of the ordered Goods are destroyed or materially damaged prior to the time risk of loss passes to Buyer, Buyer may cancel this Purchase Order as to the destroyed or materially damaged Goods or require the prompt delivery of substitute Goods of equal quantity and quality.
8. Reservation of Rights. The making or failure to make any inspection of, or payment for, the Goods or Services covered by this Purchase Order will not impair Buyer’s right to reject nonconforming or defective Goods or Services or be deemed to constitute acceptance by Buyer of the Goods or Services or affect in any way Seller’s obligations under this Purchase Order notwithstanding Buyer’s opportunity to inspect the Goods or Services. Neither Buyer’s knowledge of the nonconformity or defect, its substantiality or the ease of its discovery, nor Buyer’s failure to earlier reject the Goods or Services, shall affect Buyer’s reservation of its right to reject.
9. Prices and Payment. The prices established by this Purchase Order are firm fixed prices unless otherwise stated in the Order. This Purchase Order may not be filled at prices higher than shown on this Order without the prior written approval of Buyer. If no price is shown on this Order, then Seller shall furnish the goods or services at no higher price than last quoted by Seller, or last purchased or paid by Buyer, or at the prevailing market price, whichever is lower, or shall notify and obtain the written approval of Buyer before proceeding with this Order. Seller shall not charge Buyer more for the Goods and Services than Seller charges other customers for the same or similar goods or services. Unless otherwise agreed to in writing by Buyer, Buyer is not required to pay, and Seller shall not invoice Buyer, for any Goods until after they are received and accepted by Buyer or any Services until after they are completed by Seller and accepted by Buyer. Seller shall submit an original invoice (or electronic invoice, if authorized) that includes, at a minimum: (a) name and address of the Seller; (b) invoice date and number; (c) Buyer PO number; (d) description of Goods delivered and/or Services rendered, including amount and extended quantities. Buyer shall make payment of the price after receipt of Seller’s proper invoice in accordance with the payment terms specified in Buyer’s Order or, if no payment terms are specified, within sixty (60) days after Buyer’s receipt of Seller’s proper invoice. Buyer may withhold payment, in whole or in part, in the event that any Goods or Services are non-conforming or incomplete. Payment by Buyer shall not constitute any agreement by Buyer that Goods or Services are conforming to the requirements of the Order or waive any rights or claims of Buyer with respect to non-conforming or incomplete Goods or Services. Unless otherwise specified on the face hereof, the price of the Goods and Services includes all shipping charges and packaging. Unless otherwise specified, prices include all applicable federal, state and local taxes, duties, tariffs, and similar fees imposed by any government, all of which shall be listed separately on the invoice. Prices shall not include any taxes, impositions, charges or exactions for which Buyer has furnished a valid exemption certificate or other evidence of exemption. Payment will be in United States dollars unless otherwise agreed to by specific reference in this Purchase Order. Personal property taxes assessable upon the Goods prior to the receipt by Buyer shall be borne by Seller. Each payment made shall be subject to reduction to the extent of amounts which are found by Buyer or Seller not to have been properly payable, to include overpayments. Seller shall promptly notify Buyer of any such overpayments found by Seller. Buyer shall have a right to recoup or setoff, as the case may be, against payments due or at issue under this Purchase Order or any other agreement between the parties. Payment shall be deemed to have been made as of the date of mailing Buyer’s payment or electronic funds transfer.
10. Warranties. Seller warrants to Buyer and its customers that Seller shall perform all Services hereunder in a competent and professional manner in accordance with the terms of this Purchase Order, industry accepted standards and all applicable laws and that the Goods shall be free of liens, new and unused, perform in accordance with all applicable specifications, including Seller’s published specifications, and be free from defects in materials, workmanship and design for a period of one (1) year from Buyer’s receipt of such Goods. Seller further warrants it has the capability, experience, registrations, licenses, permits, and governmental approvals required to sell the Goods and perform the Services. Seller will perform the Services in a timely, efficient, professional and workmanlike manner in accordance with the applicable Purchase Order and to Buyer’s satisfaction. Services include all incidental services and tasks necessary to perform the Purchase Order and provide acceptable Services. All work product delivered by Seller in the course of delivering the Services (the “Deliverables”) shall be deemed “works made for hire”. To the extent any Deliverables are not deemed “works made for hire” by operation of law, Seller hereby irrevocably assigns, transfers and conveys to Buyer without further consideration all of its right, title and interest in such Deliverables, including any related or accompanying documentation and any software or other goods necessary for the provisions of the Deliverables, and all rights of patent, copyright, trade secret or other proprietary rights in such materials. Seller acknowledges that Buyer shall have the right to obtain and hold in their own name the intellectual property rights in and to such deliverables, related documentation and software. Without limiting Buyer’s right to pursue any applicable remedies, Goods not meeting this warranty may in particular be returned to Seller for credit or replacement at Seller’s expense, and at Buyer’s option, and Services not meeting this warranty shall be re-performed or fees reimbursed, at Buyer’s option. Seller warrants that in supplying any Goods and performing any Services under this Purchase Order, Seller, its affiliates and agents have not and will not pay, offer or promise to pay, or authorize the payment, directly or indirectly, of any money or anything of value to any government official, government employee, political party or candidate for political office for the purpose of influencing any act or decision of such person or of the government to obtain or retain business, or direct business to any person or business. Seller further warrants it, its affiliates and its agents have not and will not pay, offer or promise to pay, or authorize the payment directly or indirectly, of any money or anything of value to any employee of Buyer to obtain or retain business.
11. Confidentiality. Neither party shall, without first obtaining the other’s written permission, advertise, publish, or disclose the terms, details, pricing or specifications of this Purchase Order, the amount of revenue generated or to be generated from this Order, nor will either party communicate the fact that Seller has furnished or has contracted to furnish Buyer with the Goods or Services. Both parties agree to maintain in confidence those materials and information either has designated as being confidential or proprietary information.
12. Communication with Buyer’s Customer. Buyer shall be solely responsible for any and all communication with Buyer’s customer regarding this Purchase Order or any related contract.
13. Independent Contractor. Seller is, and shall remain, an independent contractor during the performance of this Purchase Order.

1. 14. Termination for Default. Buyer may, by written notice of default to Seller, terminate this Purchase Order in whole or in part if the Seller fails to: (i) deliver the Goods or to perform the Services within the time specified in this Order or any extension; (ii) make progress, so as to endanger performance of this Order; or, (iii) perform any of the other provisions of this Order. a. Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any partially completed Goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, Services, information and contract rights (the “Materials”) as Seller has produced or acquired for the performance of this Subcontract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in the possession of Seller in which Buyer has an interest. Payment for completed Goods delivered to and accepted by Buyer shall be at the Purchase Order price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller monies otherwise due Seller for completed Goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said Goods and Materials.
2. b. Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Subcontract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or under this Subcontract.
3. c. If Seller is terminated for default pursuant to this clause, Seller is liable to the Buyer for any excess repurchase costs incurred in acquiring Goods and/or Services similar to those terminated for default, and for any other damages, whether or not repurchase is affected.
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1. 1. 15. Termination for Convenience. a. Buyer reserves the right to terminate this Purchase Order, or any part hereof, for its sole convenience. Buyer may, by notice in writing, direct Seller to terminate work under this Purchase Order in whole or in part, at any time, and such termination shall not constitute default. In such event, Buyer shall have all rights and obligations accruing to it either at law or in equity, including Buyer’s rights to title and possession of the Goods and Materials paid for.
   2. b. Buyer may take immediate possession of all work so performed upon notice of termination. In the event of such termination, Seller shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work and take commercially reasonable steps to mitigate costs. Seller shall not be paid for any work performed or costs incurred which reasonably could have been avoided after notice of termination.
   3. c. Upon termination for convenience, Buyer, after deducting any amount(s) previously paid, shall reimburse Seller for the actual, reasonable, substantiated and allowable costs with the total amount to be paid by the Buyer being determined by negotiation and shall not exceed the value of the Purchase Order.
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16. Indemnity. Seller agrees to indemnify, defend and hold Buyer (and its officers, employees, and agents) and its customers harmless from and against any and all claims, demands, suits, actions, damages, judgments, penalties, fines, liabilities, settlements, losses, costs and expenses (including reasonable legal and professional fees and expenses), arising from any actual, alleged or threatened third-party claims relating to (a) any infringement, misappropriation or violation on the part of Seller’s Goods or Services of any third party’s patent, copyright, trade secret, mask work, trademark, trademark rights or any other intellectual property right; (b) personal injury or property damage caused by the Goods or Services; (c) defects in the Goods or Services which amount to a breach of Seller’s warranties in Section 7; (d) breach of Section 20, or (e) as a result of any negligent or reckless act or willful misconduct of the Seller.
17. Limitation of Liability. IN NO EVENT SHALL THE BUYER BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, MULTIPLE OR PUNITIVE DAMAGES, OR ANY DAMAGE DEEMED TO BE OF AN INDIRECT OR CONSEQUENTIAL NATURE ARISING OUT OF OR RELATED TO ITS PERFORMANCE UNDER THIS PURCHASE ORDER, WHETHER BASED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE AND WHETHER GROUNDED IN TORT, CONTRACT, CIVIL LAW OR OTHER THEORIES OF LIABILITY, INCLUDING STRICT LIABILITY. TO THE EXTENT THAT THIS LIMITATION OF LIABILITY CONFLICTS WITH ANY OTHER PROVISION(S) OF THIS PURCHASE ORDER, SAID PROVISION(S) SHALL

BE REGARDED AS AMENDED TO WHATEVER EXTENT REQUIRED TO MAKE SUCH PROVISION(S) CONSISTENT WITH THIS PROVISION. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF BUYER WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE FOR THE PERFORMANCE OR BREACH OF THE CONTRACT OR ANYTHING DONE IN CONNECTION THEREWITH EXCEED THE TOTAL VALUE OF THIS PURCHASE ORDER. NOTWITHSTANDING ANYTHING ELSE IN THE PURCHASE ORDER TO THE CONTRARY, THE STATED MONETARY LIMITATION HEREINABOVE IS THE MAXIMUM LIABILITY BUYER HAS TO THE SELLER.

1. 18. Insurance. If this Purchase Order is for the performance of Services on Buyer’s premises or Buyer’s customer’s premises, or, Seller utilizes their own vehicles to deliver the Goods, Seller shall maintain the following insurance in at least the minimum amounts stated herein. Seller shall also maintain, and Seller shall cause its subcontractors to maintain, such general liability, property damage, employers’ liability, and worker’s compensation insurance, professional errors and omissions insurance, motor vehicle liability (personal injury and property damage) insurance and aviation liability as are maintained in their normal and ordinary course of business. Upon request by the Buyer, Seller shall provide certificates of insurance evidencing limits of not less than the following: a. Commercial General Liability $3,000,000 combined single limit per occurrence (including products/completed operations and contractual liability coverage)
2. b. Workers’ Compensation Statutory for the jurisdiction where the work is to be performed, including Federal Acts if applicable Employers’ Liability, $1,000,000 each person/accident. In states where Workers’ Compensation insurance is a monopolistic state-run system (e.g., Ohio, Washington, North Dakota, and Wyoming), Seller shall add Stop Gap Employers Liability with limits not less than $500,000 for each accident or disease. To the extent that any work to be performed is subject to the Jones Act, the Longshore and Harbor Workers’ Compensation Act, or the Defense Base Act, the Workers’ Compensation policy must be endorsed to cover such liability under such statute.
3. c. Automobile Liability $3,000,000 combined single limit per accident

19. Compliance with Laws. Seller shall comply with all applicable laws concerning the materials content and the manufacture and distribution of Goods and performance of Services, and shall ensure that its activities in performance of this Purchase Order shall not cause Buyer to be in violation of any laws, including without limitation applicable import or export laws, packaging regulations, social responsibility code of conduct requirements, and any applicable supply chain security guidelines of the countries in which Buyer conducts business. Seller agrees to not discriminate in any manner against employees or applicants for employment ton the basis of race, color, religion, creed, age, sex, handicap, or national origin, and will take affirmative action to prevent such discrimination.
20. Standards of Business Ethics and Conduct. Buyer and Seller each agree to conduct its business fairly, impartially, and in an ethical and proper manner.
21. Export Control and Compliance. Seller shall control the dissemination of and access to technical data, information and other items received under this Purchase Order in accordance with U.S. export control laws and regulations. If this order involves the delivery of products, software, technical data or services subject to United States export control laws and regulations, Seller shall comply with all applicable U.S. export and re-export control laws and regulations and any local government export regulations. a. EAR and AES Compliance – In particular, Seller warrants and agrees to comply with the Export Administration Regulations, 15 C.F.R. Parts 730 et seq and the Foreign Asset Control Regulations, 31 C.F.R. Chapter V and other applicable U.S. export control laws and regulations. Seller also undertakes to carry out any customs and AES reporting formalities for the export of Goods or Services under this Purchase Order. Seller agrees to cooperate in providing any reports or other documentation related to export compliance requested by Buyer.
22. ITAR Control and Compliance – Companies engaged in manufacturing or modification of Defense Articles or furnishing Defense Services (whether or not the Defense Articles or Defense Services are intended for export) are required to register with the Department of State, Directorate of Defense Trade Controls (“DDTC”) in accordance with ITAR 22 C.F.R 122. If so engaged, Seller, by its offer and/or acceptance of this Order, represents that it is registered with the DDTC. Proof of such registration will be promptly provided to Buyer upon request.
23. Non-U.S. Companies – Non-U.S. companies shall be registered as required under its local government export regulations. Canadian companies must be registered by the Canadian Federal or Provincial government authorities.
24. Seller shall maintain its registration throughout the complete period of performance of this Purchase Order, including any warranty period, and shall immediately notify Buyer in the event that any such registration and/or other required authorization is revoked, expired or invalidated for any reason.
25. Where Seller holds an export license or export agreement (e.g. TAA, MLA), Seller shall provide prompt notification to the Buyer in the event of changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation, that could affect the Seller’s performance under this Order.
26. No Goods or Services shall be eligible for payment under this Purchase Order if provided by an entity included on any list of suspended, debarred, or ineligible bidders as maintained by agencies of the United States Government.
27. Seller shall: (i) comply with the requirements of the Foreign Corrupt Practices Act, as amended, (FCPA) (15 U.S.C. §§78dd-1, et. seq.), regardless of whether Seller is within the jurisdiction of the United States; (ii) neither directly nor indirectly, pay, offer, give, or promise to pay or give, any portion of monies or anything of value to a non-U.S. public official or any person in violation of the FCPA and/or in violation of any applicable country laws relating to anti-corruption or anti- bribery; and, (iii) Seller hereby agrees not to interact with any government official, political party or public international organization on behalf of Buyer without the prior written permission of the Buyer.
28. Seller’s failure to comply with the entirety of this Article shall be immediate cause for default. Seller further agrees to indemnify and defend Buyer for any penalties, fines, or other regulatory action taken against Buyer as a result of the Seller’s non-compliance with this provision.
29. Government Contracts. For each Purchase Order awarded in support of and charged to a U.S. Government Contract, the provisions found in Supplement 1 – U.S. Government Contract Provisions from the FAR and Supplement 2 – U.S. Government Contract Provisions from the DFARS shall apply along with any other applicable and mandatory flow-downs required by the FAR or DFARS or any other federally published supplement. All such appended FAR, DFARS, or other clauses are incorporated by reference as if set forth at length herein. Seller agrees that all such clauses that under applicable law must flow-down to lower tier subcontractors of Buyer shall so flow-down to Seller’s subcontractors.
30. Conflict of Interest. It is understood and agreed that the Seller, under the terms of this Purchase Order, or through the performance of this Order, is neither obligated nor expected to deliver or provide Goods or perform Services, which will place the Seller in an organizational conflict of interest (“OCI”), which could serve as a basis for excluding the Seller from supplying Goods or Services to the Buyer’s U.S. Government customer. It will be the Seller’s responsibility to identify any situation in which the potential for an OCI exists. Failure to provide such notice will be considered a material breach of this Purchase Order.

1. 1. 24. Governing Law and Dispute Resolution. a. Governing Law. This Purchase Order, including any disputes related thereto, shall be interpreted and enforced pursuant to the laws of the Commonwealth of Virginia, without regard to conflicts of laws principles thereof.
      1. 1. b. Dispute Resolution. The following procedures shall govern the resolution of any controversy, dispute or claim between or among the Buyer and Seller (the “Parties”) arising out of the interpretation, performance, breach or alleged breach of this Purchase Order (a “Dispute”). i. Negotiation. The Parties shall promptly attempt to resolve any Dispute by negotiation in the normal course of business. If, after good faith efforts, the Dispute is not resolved, either Party may request in writing that the Dispute be resolved via Executive Consultation pursuant to subparagraph (b)(ii) below.
         2. ii. Executive Consultation. For Disputes submitted to Executive Consultation, each Party shall designate a senior company official with authority and responsibility for attempting to resolve the matter. The Party initiating the claim shall provide, in addition to documents supporting the claim, a brief summary of the claim, its perception of the positions of the Parties and any perceived barriers to settlement of the case. Within 30 calendar days after delivery of the claim summary, the Parties shall meet and attempt to resolve the Dispute. If the Dispute is not resolved within 45 days from submission of the claim summary, or such other amount of time as agreed between the Parties, the claiming Party may proceed to initiate arbitration under subparagraph (c) below.
         3. c. Arbitration. Any controversy or claim between the Parties arising out of or relating to this Purchase Order, or the breach thereof, that has not been resolved by Executive Consultation, shall be settled by a single arbitrator in arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection, unless otherwise provided herein. The arbitrator shall not be empowered to award damages in excess of compensatory damages and each Party expressly waives and foregoes any right to punitive, exemplary, or similar damages. Each Party will bear the cost of its own Attorney-Fees. The Arbitration shall be conducted in Fairfax County, Virginia, unless otherwise agreed between the Parties.
         4. d. Miscellaneous. Pending final resolution of a dispute hereunder, Seller shall proceed diligently with the performance of this Purchase Order and in accordance with all the Terms and Conditions contained herein and with the Buyer’s direction thereof. Buyer and Seller shall each bear its own costs of processing any dispute hereunder. In no event shall the Seller acquire any direct claim or direct course of action against the United States Government.

25. Force Majeure. The following events, and only the following events, shall constitute force majeure under this Purchase Order: (a) acts of God or of a public enemy; (b) acts of Government; (c) fires; (d) floods; (e) epidemics; (f) quarantine restrictions; (g) strikes; (h) freight embargoes; and, (i) unusually severe weather. In each case, the failure to perform must be entirely beyond the control and without the fault or negligence of the Seller. Each party shall give the other immediate notice of any event that such party claims is a Force Majeure condition that would prevent the party from performing its obligations hereunder, and of the cessation of the condition. A party’s notice under this Section shall include the party’s good faith estimate of the likely duration of the force majeure condition.
26. Audit Rights. Buyer reserves the right to audit Seller’s records to assure compliance with the terms of this Purchase Order. Seller shall make available all data reasonably requested by Buyer and/or Buyer’s agents or representatives.
27. Survival. All of the provisions of this Purchase Order shall survive the termination (whether for convenience or default), suspension or completion of this Order unless they are clearly intended to apply only during the term of this Order.
28. Assignment. Seller shall not assign its rights or obligations under this Purchase Order without the advance written consent of Buyer. Buyer may assign its rights under this Order to a subsidiary or affiliate upon written notice to Seller. Notwithstanding the above, Seller may, without Buyer’s consent, assign moneys due or to become due hereunder provided Buyer continues to have the right to exercise any and all of its rights hereunder, settle any and all claims arising out of, and enter into amendments to the Purchase Order without notice to or consent of the assignee. Buyer shall be given prompt notice of any assignment. Amounts so assigned shall continue to be subject to any of Buyer’s rights to set-off or recoupment under this Purchase Order or at law.
29. Severability. Each clause, paragraph and subparagraph of this Purchase Order is severable, and if one or more of them are declared invalid, the remaining provisions of this Order will remain in full force and effect.
30. Waiver. Buyer’s failure to insist on the performance of any term, conditions or instruction, or failure to exercise any right or privilege or its waiver of any breach, will not thereafter waive any such term, condition, instruction, right or privilege.