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LUNAR OUTPOST INC PURCHASE ORDER STANDARD TERMS AND CONDITIONS
1.0 GENERAL
These Standard Terms and Conditions ("Terms") govern all purchases of goods (“Goods”) and services (“Services”) (together, "Products") by Lunar Outpost Inc ("Buyer") from the supplier ("Seller") (each a “Party,” together the “Parties”). Seller's acceptance of this Purchase Order (“PO” or "Order") constitutes acceptance of these Terms. Any additional or conflicting terms proposed by Seller are expressly rejected.
2.0 ORDER OF PRECEDENCE
Any conflict or inconsistency among the following documents shall be resolved by giving precedence in the following order: (i) the PO; (ii) the master agreement entered into between the Parties, if any (which is incorporated by reference in any PO issued thereunder); (iii) these Terms (which are incorporated by reference in any PO); (iv) the statement of work, if any; (v) any detailed quotes, specifications, drawings, or other requirements attached hereto or incorporated by reference into the PO; and (vi) any supplemental terms, conditions, or provisions (such as an End User License Agreement) negotiated between the Parties and identified on the PO.
3.0 PAYMENT TERMS
a. Pricing. Seller will sell the Goods or perform the Services for the prices and fees specified in the PO. Such prices and fees are fixed. Unless otherwise agreed in writing, prices include shipping, delivery, packaging, labeling, crating, taxes, and duties.
b. Payment Terms. Unless otherwise agreed to between Buyer and Seller, Seller shall submit an invoice to Buyer immediately after each shipment of Goods is made or after any Service is provided, subject to acceptance by Buyer. Seller shall issue a separate invoice referring to each PO by Buyer. Each invoice shall describe the Goods delivered and/or the Services provided. Buyer shall provide payment within 30 calendar days of receipt of a correct invoice. Seller must provide banking information to establish electronic funds transfer for U.S. Sellers and wire transfer for non-U.S. Sellers. Payment shall be deemed to have been made as of the date of the electronic funds or wire transfer initiation.
c. Invoices. Invoices shall be submitted by electronic mail to Buyer at the following email address: accounting@lunaroutpost.com.
d. Taxes. Unless otherwise specified, prices include all applicable federal, state and local taxes, duties, tariffs, VAT and similar fees imposed by any government, all of which shall be listed separately on the invoice.
4.0 DELIVERY AND DELAYS
Time is of the essence. Seller shall notify Buyer immediately of any actual or anticipated delays. If Seller fails to meet the delivery schedule, Buyer may, at its discretion, terminate the Order or require expedited shipping at Seller’s expense. Unless otherwise specified in the PO, Seller will deliver the Goods to Buyer’s shipping address. Supplier is responsible for lost or damaged product.
5.0 ACCEPTANCE OF PRODUCTS
Products are subject to Buyer's inspection, testing, and acceptance. Damaged, defective, nonconforming to the specifications described or referenced by Buyer on the PO, non-merchantable, of insufficient quality, missing or accompanied by inaccurate certificates, or otherwise unacceptable (“Nonconforming”) Products may be rejected and returned at Seller's expense, with no obligation for payment or for immediate repair or replacement at Buyer’s discretion. ANY GOODS REJECTED SHALL BE CONSIDERED AS “NOT DELIVERED”. Acceptance does not relieve Seller of liability for latent defects and nonconformities, fraud, or warranties which may become apparent following Seller’s furnishment and Buyer’s acceptance of the Products; Buyer has the right to request such latent defects and nonconformities, fraud, or warranties be repaired, replaced, or refunded, at Buyer’s discretion, by Seller at Seller’s expense.
6.0 CHANGES
Seller shall not make any changes to the PO, Products, materials, processes, or facilities that could affect conformity or quality without Buyer’s prior written approval. At any time, Buyer may request changes in the description, drawings, specifications, service requirements, quantity, time or place of delivery, and/ or shipping and packing instructions relating to the Products by sending a written request to Seller. Seller shall have 5 calendar days from the date of receipt of such request to notify Buyer in writing whether: (i) it accepts such request without modification to delivery time and/or price of Goods and/or Services; or (ii) Seller accepts such request with a modification to delivery time and/or price of Goods and/or Services; or (iii) Seller does not accept such request. Seller shall not unreasonably withhold acceptance of a request by Buyer to de-scope work. If Buyer does not receive written notification from Seller within the 5-day period in this Article 6, Seller shall be deemed to have accepted the request with no modification to delivery time or price. If Seller timely advises Buyer that it accepts the change(s) but requests a modification in delivery time or price, Seller and Buyer shall agree to an equitable adjustment in the delivery time or price or both, as applicable. Any change(s) in the price resulting from such mutually agreeable equitable adjustment(s) shall be accounted for by Seller at the final invoiceable milestone in aggregate. In the event Seller and Buyer are unable to agree to an equitable adjustment or Seller does not accept the requested change(s), then Buyer may elect to either proceed with the PO un-amended or terminate the PO.
7.0 RECORD RETENTION
Seller shall retain all records related to the Order for a minimum of ten (10) years, or as specified by Buyer. Records must be made available to Buyer or regulatory authorities upon request.
8.0 QUALITY MANAGEMENT STANDARDS
a. Quality Program. Seller shall implement and maintain a quality program acceptable to Buyer for the Goods delivered or Services performed under the PO. When requested, Seller shall submit to Buyer, for Buyer’s approval, the quality program documentation, including Seller’s procedures, instructions, practices, processes and other documents. Seller will have the continuing obligation to immediately notify Buyer of a change or deviation from Seller’s approved quality program and to notify Buyer of Goods delivered during such change or deviation.
b. Quality Warranty. Seller represents and warrants that Seller is an expert, fully competent in all phases of the work involved in producing and supporting all Products and performing all Services purchased under the PO. Seller agrees to use only experienced, trained and qualified employees in the performance of its obligations under these Terms and all services performed must be of first-class quality and workmanship.
c. Inspection Right. Buyer, its customers and its higher-level contractors, including government agencies, will have the right to audit and/or inspect Seller's and its suppliers’ manufacturing facilities, processes, inspection systems, quality assurance systems, data, and equipment as may be related to the Goods furnished under the PO.
d. Test Specimens. Upon request, Seller shall, where applicable, submit test specimens (e.g., production method, number, storage conditions) for design approval, inspection, investigation or auditing.
e. Change Approval. Seller shall notify Buyer of any change in Goods, design, product configuration, materials, process, suppliers, manufacturing facility location and, unless otherwise indicated, shall obtain Buyer's prior written approval of any such changes.
f. Last Time Buy. If Seller plans to discontinue a product (including by planned obsolescence) or undertake a revision change to any of its products (including spare parts and components) from its product line, in each case, that constitute Goods under a PO, Seller shall notify Buyer about the intended discontinuance in writing at least 12 months in advance (or if less, at the time the PO is let). Before the expiration of the 12-month notice period, Buyer shall have the right to place a final order for the applicable discontinued product or Superseded Part, in each case including spare parts and components, required by Buyer. Seller shall use its reasonable efforts to deliver the Goods so ordered by the requested delivery dates, however the delivery times regarding such final order shall be agreed separately between the Parties. “Superseded Part” means Seller products that are still usable by Buyer, but the part number of the products is no longer the most current version. Seller shall include this provision in any subcontract placed pursuant to the PO.
g. Flow-Down Requirements. Seller must flow down (subject to appropriate confidentiality obligations) to secondary-level suppliers and subcontractors all applicable requirements including key characteristics and customer requirements, specifications, and standards required by Buyer, its customers, or regulatory authorities, with respect to the Goods furnished under the PO and to ensure compliance with PO requirements.
h. Nonconforming Products; Safety. Seller shall notify Buyer of any Nonconforming Products; Seller shall obtain approval from Buyer regarding the disposition of any such Nonconforming Products. Seller shall report immediately to Buyer any known malfunctions, defects and/or unsafe or not flightworthy conditions with respect to any Goods and provide a disposition to mitigate such malfunction, defect and/or un-airworthy condition.
i. Counterfeit Parts Prevention. Seller shall not deliver Counterfeit Goods or Suspect Counterfeit Goods to Buyer under the PO. Seller shall immediately notify Buyer with the pertinent facts if Seller becomes aware that it has delivered Counterfeit Goods or Suspect Counterfeit Goods. Seller shall maintain adequate counterfeit detection and avoidance risk mitigation processes in accordance with industry recognized standards such as AS9100 and with any other specific requirements in these Terms and, as applicable, identified in the PO. If Goods delivered under the PO constitute or include Counterfeit Goods, Seller will, at its sole expense, promptly replace such Counterfeit Goods with genuine Goods conforming to the requirements of this Contract. Notwithstanding any other provision in these Terms, Seller shall be liable for all costs relating to the remediation of Counterfeit Goods.
9.0 BUYER FURNISHED PROPERTY
Buyer may, by written notice, provide to Seller property owned by either Buyer or its customer (“Furnished Property”). Furnished Property shall be used only for performance under the PO. Title to Furnished Property shall remain with Buyer or its customer as applicable. Seller shall clearly mark (if not so marked) all Furnished Property to show its ownership. Except for reasonable wear and tear, Seller shall be responsible for, and shall promptly notify Buyer of, any loss or damage to Furnished Property. Without additional charge, Seller shall manage, maintain, and preserve Furnished Property in accordance with applicable law, the requirements of the PO and good commercial practice. At Buyer's request, and/or upon completion of these Terms, Seller shall submit, in an acceptable form, inventory lists of Furnished Property and shall deliver or make such other disposition as may be directed by Buyer.
10.0 WARRANTY
Seller will provide products as defined in the purchase order or referenced attachments. Seller warrants that all Products furnished under the PO (a) strictly conform to applicable specifications, drawings, samples, descriptions, and other requirements of this Contract, and (b) shall be new, merchantable, free of defects in materials and workmanship, transferred with good and marketable title, free of liens and other encumbrances, and so furnished in a timely and professional manner. Seller represents and warrants that (i) it is a duly organized company, validly existing and in good standing with the full corporate power and authority to carry on its respective business as it is now being conducted and to execute and deliver on this PO; and (ii) none of the obligations contained in this PO violate the covenants or conditions of any loan or financing arrangement.
11.0 INDEMNIFICATION
Seller shall indemnify Buyer and its officers, agents, and employees against any liability, including costs and expenses, incurred in connection with a third party claim arising out of Seller’s gross negligence or willful misconduct, violation of patents, trade secrets, copyrights, or right of privacy or publicity, the creation, delivery, publication, or use of any hardware and/or data furnished under this PO; or any unlawful matter contained in such data.
12.0 LIMITATION OF LIABILITY
a. GENERAL. NEITHER PARTY SHALL BE LIABLE DIRECTLY OR INDIRECTLY TO THE OTHER PARTY AGENTS OR ANY OF ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGREEMENTORS OR SUBAGREEMENTORS AT ANY TIER (INCLUDING SUPPLIERS OF ANY KIND), AGENTS OR CUSTOMERS, PERMITTED ASSIGNEES OR SUCCESSORS OF DELIVERABLES OR OTHER PERSON CLAIMING BY OR THROUGH BUYER, FOR ANY AMOUNTS REPRESENTING LOSS OF PROFITS, LOSS OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, COSTS OF EFFECTING COVER (EXCEPT WHERE EXPRESSLY PROVIDED FOR IN THIS ORDER), OR LOST REVENUES, ARISING AT ANY TIME FROM OR RELATING TO ANY CAUSE WHATSOEVER FROM THE PERFORMANCE OR NONPERFORMANCE OF THIS ORDER OR ANY ACT OR OMISSION ASSOCIATED THEREWITH OR RELATED TO THE USE OF ANY GOODS DELIVERED OR SERVICES FURNISHED HEREUNDER, WHETHER THE BASIS OF SUCH LIABILITY IS BREACH OF AGREEMENT, TORT (INCLUDING NEGLIGENCE OF ANY TYPE, EXCEPT AS PROVIDED FOR IN ARTICLE 12.B (WILLFUL MISCONDUCT AND GROSS NEGLIGENCE), AND STRICT LIABILITY), STATUTE OR OTHER LEGAL OR EQUITABLE THEORY.
THE TOTAL LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO ALL CLAIMS OF ANY KIND (OTHER THAN WITH RESPECT TO ANY INDEMNITY CLAIM HEREUNDER), WHETHER AS A RESULT OF BREACH OF ORDER, WARRANTY, STRICT LIABILITY OR OTHERWISE, AND WHETHER ARISING BEFORE OR AFTER DELIVERY OF ANY DELIVERABLE ITEM, FOR ANY LOSS FROM THE ORDER, OR FROM THE PERFORMANCE OR BREACH THEREOF SHALL NOT IN ANY CASE EXCEED THE ORDER PRICE.
b. WILLFUL MISCONDUCT AND GROSS NEGLIGENCE. ARTICLE 12.A SHALL NOT APPLY WITH RESPECT TO A PARTY’S INDEMNITY OBLIGATIONS HEREUNDER, A BREACH OF CONFIDENTIALITY, INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR IN THE EVENT OF A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN WHICH CASE SUCH PARTY MAY BE LIABLE AND RESPONSIBLE FOR AMOUNTS ABOVE THE ORDER PRICE, AND DAMAGES REPRESENTING LOST PROFITS, LOSS OF BUSINESS AND THE OTHER DAMAGES DESCRIBED IN ARTICLE 12.A IN ACCORDANCE WITH APPLICABLE LAWS.
c. SURVIVAL. THIS ARTICLE 12 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR WHATEVER CAUSE.
13.0 EXPORT COMPLIANCE
The subject technology of this PO (together including data, services, hardware, and software provided hereunder) may be controlled for export purposes under the International Traffic in Arms Regulations (ITAR) controlled by the U.S. Department of State or the Export Administration Regulations (“EAR”) controlled by the U.S. Department of Commerce. Seller is bound by U.S. export statutes and regulations and shall comply with all U.S. export laws. Seller shall have full responsibility for obtaining any export licenses or authorization required to fulfill its obligations under this contract. Seller shall provide the export classification of the Products prior to delivering the Goods or performing the Services to Seller.
14.0 INSURANCE
Seller shall provide, pay for, and maintain in full force and effect the insurance outlined here for coverages at not less than the prescribed minimum limits of liability, covering Seller’s activities, those of any and all subcontractors and/or supplier, or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable.
Commercial General Liability
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Automobile Liability​
Workers’ Compensation
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Employer’s Liability
$1,000,000 each occurrence; $2,000,000 general aggregate with dedicated limits per project site
$2,000,000 products and completed operations aggregate
$1,000,000 combined single limit each accident
Statutory Limit
$1,000,000 each occurrence bodily injury
$1,000,000 disease – each employee
$1,000,000 disease – policy limit
If Seller provides products for incorporation into, or services on, spacecraft or launch vehicles, Seller also shall provide, pay for, and maintain in full force and effect Aviation Liability including Premises, Products, Completed Operations and Contractual Liability in an amount of not less than $25,000,000 per occurrence/annual aggregate for products/completed operations, covering Seller’s activities, those of any and all subcontractors and/or suppliers, or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable.
If Buyer’s property or personnel are exposed to risk during Seller’s fulfillment of the Products, and upon Buyer's request, Seller will provide to Buyer a certificate of insurance naming Buyer as additional insured and certifying that at least the minimum coverages required here are in effect and specifying that the liability coverages are written on an occurrence form and that the coverages will not be canceled, non-renewed, or materially changed by endorsement or though issuance of other policy(ies) of insurance without 30 business days advance written notice to Buyer. All coverages required of Seller will be primary over any insurance or self-insurance program carried by Buyer and shall include a waiver of subrogation. Failure of Buyer to demand such certificate will not be construed as a waiver of Seller’s obligation to maintain such insurance.
15.0 TERMINATION
a. Convenience. Buyer has the right to terminate all or any portion this Order for its sole convenience. Upon receipt of notice to terminate, Seller shall discontinue all work under the PO in accordance with the conditions as stated in the notice. Buyer shall reimburse Seller for work performed and reasonable direct costs incurred up to the effective date of termination. No profit shall be allowed. Within 30 calendar days of the termination notice, Seller must submit a claim, with supporting documentation, for direct costs incurred. Failure to timely submit a claim will result in waiver of the claim.
b. Default. Buyer has the right to terminate all or any portion this Order for cause by providing written notice. Upon receipt of notice to terminate, Seller shall discontinue all work under the PO in accordance with the conditions as stated in the notice. Termination for cause may occur (i) if Seller fails to perform or deliver the Goods or Services within the time specified in the PO or any extension Buyer grants thereof; or (ii) if Seller fails to perform any of the other provisions of any PO, or fails to make progress so as to endanger performance of any PO in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of 15 calendar days after receipt of Buyer's notice or such longer period as Buyer may authorize in writing. Buyer may, upon such termination, procure Products similar to those terminated, in which case Seller shall be liable for all cost of cover incurred by Buyer. In the event of partial termination, Seller shall continue performance of such PO to the extent not terminated. As an alternate remedy, upon the circumstances listed above and in lieu of termination for default, Buyer, at its sole discretion may elect to (1) extend the schedule; and/or (2) waive deficiencies in Seller's performance, in which case an equitable reduction in the PO price shall be negotiated. The rights and remedies of Buyer provided in the PO shall not be exclusive and are in addition to any other rights and remedies provided by law, in equity or under any Buyer PO. In the event Buyer wrongfully terminates the PO for default, in whole or in part, such termination becomes a termination for convenience under clause 15(a).
c. Force Majeure. Neither Party shall be liable to the other Party for delays in performing its obligations under this Order by reason of any force majeure/excusable delay, and the date on which those obligations are to be fulfilled shall be extended for a period equal to the time lost by reason of any force majeure/excusable delay. Examples of force majeure/excusable delays include, but are not limited to, the following: acts of God, action/inaction of any governmental authorities, war, riot, revolution, earthquakes, fires, strikes, terrorism, capture and detention, sabotage, epidemics, storms, floods, acts of public enemy, port congestion, civil disobedience, nuclear incidents, labor disputes, failure of Buyer to make payments in accordance with this Order, or inability of Seller’s subcontractors and/or suppliers to perform for any of the foregoing reasons. The Party affected by a Force Majeure event shall inform the other Party of the existence of a Force Majeure event in writing, upon becoming aware of the commencement of a Force Majeure event. If an event of Force Majeure continues for more than ninety (90) days after the notice of the event of Force Majeure is given and if the event of Force Majeure has rendered impossible the performance of this Order in accordance with the schedule by Seller, Buyer may terminate this Order by giving Seller at least five (5) days prior written notice of termination.
16.0 INTELLECTUAL PROPERTY
The term “Intellectual Property” shall mean all patented and unpatented inventions, patents, software, mask works, copyrights, industrial property rights, trademarks, trade secrets, know-how, proprietary information and rights and information of a similar nature of either Party without regard to format of transmission or disclosure. Such information includes, without limitation, designs, processes, drawings, prints, specifications, reports, data, technical information, and instructions.
Ownership rights in all Intellectual Property that is owned, controlled, acquired, developed, authored, created, or conceived, but not necessarily reduced to practice, by Seller prior to the effective date or outside of the scope of this Order shall at all times be vested exclusively in Seller and shall be regarded as “Seller’s Background Intellectual Property.”
Ownership rights in all Intellectual Property that is owned, controlled, acquired, developed, authored, created, or conceived, but not necessarily reduced to practice, by Buyer prior to the effective date or outside of the scope of this Order shall at all times be vested exclusively in Buyer and shall be regarded as “Buyer’s Background Intellectual Property.”
Ownership rights in all Intellectual Property that is acquired, developed, authored, created, or conceived by Seller and/or Buyer, separately or jointly, in connection with the performance of this Order, as more fully described in the purchase order and/or applicable documents, shall be regarded as “Project Intellectual Property.”
Buyer will solely own all Project Intellectual Property. In addition, Buyer will have sole and exclusive ownership of all rights, title and interest in and to the Products. Seller now and in the future, hereby irrevocably and exclusively transfers and assigns, and agrees to transfer and assign, to Buyer, without reservation, all right, title and interest it has or may have in any form or medium and regardless of the state of completion in and to the Project Intellectual Property. On its own behalf and behalf of all of its employees and its subcontractors and/or supplier. Seller waives, and agrees not to assert against Buyer or its licensees, any moral rights that may exist in any Project Intellectual Property. This assignment is effective automatically and immediately upon creation of the Project Intellectual Property, without any further act or delivery being required for the rights to vest in Buyer. If Seller has any rights in or to the Project Intellectual Property that cannot be assigned to Buyer, Seller hereby unconditionally and irrevocably assigns the enforcement of such rights to Buyer and, grants to Buyer, an exclusive (even as to Seller), irrevocable, perpetual, worldwide, fully paid up, royalty-free, transferable, assignable, sub-licensable license (with the right to sublicense through multiple tiers of sublicensees) to make, have made, sell, offer for sale, use, execute, reproduce, modify, adapt, display, perform, transmit, distribute, make derivative works of, import, export, and disclose and otherwise commercialize the Project Intellectual Property, and products and services incorporating, arising from, related to, or based on the Project Intellectual Property for any purpose, and to permit others to do any of the foregoing. Seller will execute and deliver to Buyer, all documents and instruments necessary to effectuate and perfect Seller’s ownership hereunder and the assignment of the Project Intellectual Property hereunder, and Seller irrevocably appoints Buyer as its attorney-in-fact to verify and execute all documents and to do all other lawfully permitted acts to effectuate Buyer’s ownership hereunder and the assignment of the hereunder. Seller will obtain any agreements necessary to comply with this Article 16.
To the extent any Seller Background Intellectual Property (including third party materials) (collectively, “Seller IP”) is incorporated in, used with, or required for the manufacture, use, or sale of, any Products, Seller hereby grants and agrees to grant to Buyer a non-exclusive, worldwide, fully paid-up, perpetual, and irrevocable license (with the right to sublicense through multiple tiers), under Seller’s relevant Intellectual Property Rights, to (i) reproduce, distribute, modify, make derivatives of, display, perform, disclose, make available, and otherwise exploit any such Seller IP, and any modifications and derivatives, and (ii) make, have made, use, sell, offer to sell, import, and otherwise dispose of products and services, and practice any method or process, based on or using such Seller IP.
Seller will not include any third-party materials in Products (or require dependence on third party materials or Intellectual Property Rights), unless specifically set out in the PO and/or applicable documents or agreed to by Buyer in writing. If any third party materials are included in Products (or Products are dependent on any third party materials or Intellectual Property Rights), Seller will be responsible for the procurement of, and will procure, the third party materials and rights and licenses under Intellectual Property Rights (including rights and licenses required for performance of Seller’s obligations and exercise of Buyer’s under this Order), and payment of all associated royalties and other fees.
17.0 CONFIDENTIALITY
Through their relationship Buyer and Seller may have access to certain proprietary information and materials of the other ("Confidential Information"), including business plans, customers, technology and products that are confidential and of substantial value to the respective party, which value would be impaired if such information were disclosed to third parties. Unless governed by a separate non-disclosure agreement independent of this Order (the “NDA”), Seller agrees that it shall not disclose any Confidential Information to any third party without the prior written consent of Buyer and shall take every reasonable precaution to protect Confidential Information. In the event of termination of this Order, Seller shall not use or disclose any Confidential Information of Buyer and Seller shall promptly return any tangible Confidential Information that it obtained from Buyer. The provisions of this section shall not apply to any information which (i) is or becomes available to the public other than by breach of this Order by Seller, (ii) is rightfully received by Seller from a third party without confidential limitations, (iii) is independently developed by Seller's employees without access to Confidential Information, or (iv) is known to Seller without any restriction on its use or disclosure prior to first receipt of it from Buyer.
18.0 PUBLICITY
Seller shall not make or authorize any press release, advertisement, or other disclosure that relates to this Order or the relationship between the Parties or makes use of Buyer’s name or logo, without the prior written consent of Buyer.
19.0 BUYER-DESIGNATED REQUIREMENTS
Buyer reserves the right to designate requirements for first article reports or tests, specimens, design approval, inspection/verification sampling, statistical techniques, and/or key characteristics. Additional requirements beyond standard deliverables will be specified on the Purchase Order.
20.0 RIGHT OF ACCESS
Seller shall allow Buyer, Buyer’s customers, and regulatory authorities access to applicable areas of all facilities and records related to the Order to verify compliance with contractual and regulatory requirements.
21.0 RESERVED
22.0 COMPLIANCE WITH LAWS
Seller represents, warrants, and covenants that it shall supply all Goods and perform all Services in compliance with all applicable federal, provincial, international, national, state and local laws, including, but not limited to, those related to anti-bribery, labor, the environment, and health and safety.
23.0 DISPUTES
The Parties agree to enter into good faith negotiations to resolve any dispute. Both parties agree to negotiate in good faith to reach a mutually agreeable settlement within a reasonable amount of time. If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Dispute Resolution Procedures, before resorting to arbitration. The parties will share the cost of mediation equally. If mediation does not result in the settlement of the dispute, then any dispute, controversy or claim arising out of or relating to this Contract, the relationship resulting in or from this Contract, or breach of any duties hereunder, will be settled by Arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). All hearings will be held in Denver, Colorado before a three-person arbitration panel made up of neutral individuals with no ties to either party. A judgment upon the award rendered by the Arbitrator may be entered in any Court having competent jurisdiction. Nothing herein will be construed to prevent any party’s use of injunction, and/or any other prejudgment or provisional action or remedy. Any such action or remedy will not waive the moving party’s right to compel arbitration of any dispute.
24.0 GOVERNING LAW
This Order and any performance related thereto shall be interpreted and governed under the laws of the State of Colorado, without giving effect to its conflict of laws principles.
25.0 SEVERABILITY
In the event any one or more of the provisions of this Order shall, for any reason, be held to be invalid or unenforceable, the remaining provisions of this Order shall be unimpaired, and the invalid or unenforceable provision shall be replaced by a mutually acceptable provision which, being valid and enforceable, comes closest to the intention of the Parties underlying such invalid or unenforceable provision.
26.0 WAIVER
Failure by either Party to enforce any provision of this Order or law shall not operate as a waiver of the right of a party thereafter to enforce such provision or law.
27.0 ENTIRE AGREEMENT
This Order, together with any appendices, attachments, schedules and exhibits included herewith, contains the entire agreement between Buyer and Seller relating to the subject matter hereof. All prior understandings, representations and warranties by and between Buyer and Seller, written or oral, which may be related to the subject matter hereof in any way, are superseded by this Order. The express terms in this Order also supersede any prior course of dealing, course of performance, or usage in trade.