Terms – Sync EPM

Purchasing & Payment Terms

Sync EPM General Purchasing Terms & Conditions

General provisions-Acceptance

These standard terms of purchase (hereinafter the “Standard Terms”) apply to all orders (hereinafter the “Order(s)”) placed by Sync Engineering & Project Management referenced on the Order (hereinafter referred to as “SEPM”). Acceptance of the Order shall be deemed given by the Supplier upon the earlier of acceptance, confirmation, shipment, or other performance. The Order is conditioned upon the Supplier’s complete acceptance of the Order without modifications or additions. Unless specifically agreed to in writing by an authorized representative of SEPM, no additional or different term or provision (except additional warranties given by the Supplier) of any quotation, invoice, acknowledgment, or other form supplied by the Supplier shall become part of the Order notwithstanding SEPM’s failure to object to such term or provision, although the parties may use such documents for ease of administration. The Supplier shall also examine all documents/drawings and any other information provided by SEPM and the Supplier will report any mistake/omission/non-compliance that it may discover within ten (10) calendar days as of receipt of the Order. Failing to do so, within the allotted time, the Supplier shall bear all consequences of those mistakes/omissions at its own expense and risk. For the purposes hereof, SEPM and the Supplier are collectively referred to as the “Parties” and individually as a “Party.”

Delivery-Acceptance of Delivery

Supplier shall deliver the goods and/or services (the “Supply”) at the time and prices specified in the Order. Supplier’s failure to comply with such requirements shall entitle SEPM, in addition to any other rights or remedies, to cancel the Order, without liability. Unless otherwise provided in the Order, the Supplies must be delivered according to the DAP incoterm (Incoterms ICC 2010, or carriage-paid for domestic sales) to SEPM’s designated delivery point. The date of delivery is the date the Supply is received at SEPM’s designated delivery point and unloaded at the delivery address stated in the Order. No early deliveries may be made without SEPM’s prior written agreement.

Late Delivery-Penalties

In the event of delays in delivery or acceptance which are not attributable to an event of force majeure or wrongful conduct by SEPM, the Supplier shall be liable to pay liquidated damages of 0.5% (zero point five per cent) for each calendar day of delay, to be applied against the amount of the relevant Order, capped at 10% (ten per cent) of that amount. Once that cap is exceeded, SEPM reserves the right to claim compensation for its actual losses, and terminate all or part of the Order for breach by the Supplier, at any time, unilaterally and as of law (without prejudice to any damages that SEPM may be entitled to claim); in which case the extent of the late delivery should be treated as an outright event of default by the Supplier.

Order Changes

Changes by SEPM. SEPM reserves the right to change the volumes, delivery dates, and/or the nature of the Supply at any time. Any decreases in cost of performance shall be passed through to SEPM. If such change results in an increase in cost or time of performance, an equitable adjustment to the price and/or delivery date may be made by mutual agreement. If the Parties fail to reach a written agreement on the terms of an equitable adjustment within fifteen (15) calendar days after the request for changes submitted by SEPM, SEPM will be entitled to impose those changes and to apply a reasonable price adjustment.

Changes by the Supplier. The Supplier shall give SEPM written notice of (i) any decision to stop manufacturing or selling the Supply(ies), and (ii) of any changes made to the Supply or the manufacturing thereof and, in particular, any changes affecting the process used (including any material changes made to the information systems used by the Supplier or its subcontractors), the procurement of critical components, the design of the Supply(ies) or the location of the production site(s), where such changes affect or could affect the technical specifications, regulatory compliance, useful life, reliability or quality of the Supply. The Supplier shall ensure that SEPM receives written notice at least nine (2) months before the effective date of the discontinuance or the scheduled date of the implementation of those changes. SEPM reserves the right to refuse any such change and, therefore, to terminate any on-going Order pursuant to the Termination clause herein. SEPM can thereafter purchase such requirements of the Supply as it deems necessary. In any case, the Supplier remains fully liable for the compliance of the Supply(ies) to the relevant Order and for the consequences of any such changes.

Risk of loss

Notwithstanding any control or acceptance procedures completed at the Supplier’s premises, risk passes when the Supply(ies) are delivered in accordance with the provisions of the Acceptance of Delivery above. However, if an acceptance procedure is provided for, the Supplier will remain liable for the risks associated with the Supply until SEPM has issued an acceptance certificate without reservations. Unless otherwise provided in the Order, the Supplies are transported at the Supplier’s risk.

Packaging and Documentation

The Supply shall be adequately packaged for shipment, storage and preservation and shall include all documentation required for its use, maintenance, and upkeep. Packaging shall comply with standard industry practice and any specifications set out in the Order. Packaging is not provided on a consignment basis, unless otherwise provided. If provided on a consignment basis, packaging must be returned at the Supplier’s expense. The packaging and any marking for the Supplies shall meet the requirements set out in applicable law, statute, and regulation.

The Supply shall be delivered along with the documentation required for its use, maintenance, and servicing and, where applicable, with any other documentation required under the Order and/or applicable standards. The Supplier can also deliver documentation electronically via email, shared repository, external storage, or other method that has been previously agreed to upon execution of the Order(s).

Controls, Authorizations and Certifications

Supplier represents and warrants that the Supply meets the terms of the Order and SEPM’s specifications. Under no circumstances shall the verification work carried-out by SEPM prior to, during, or after delivery or acceptance discharge Supplier from this obligation.

Rejected Goods

SEPM shall inform the Supplier of any rejected Supply(ies), failing to comply with the specifications set out in the Order and/or agreed by the Parties elsewhere in connection with the Order. Any rejected Supply(ies) will be deemed undelivered/unaccepted Supply(ies) and must be collected by the Supplier, at its own expense, within forty-eight (48) business hours of receipt of the rejection notice. Failing this, the rejected Supply will be returned to the Supplier at its own expense and risk. Where a Supply is rejected, SEPM may ask the Supplier to replace the Supply and SEPM may charge the liquidated damages set out in Late Delivery Penalties above as from the date of delivery originally agreed in the Order.

Invoicing

Invoices shall be sent to the address in the Order and shall include SEPM’s references and a description of the Supply invoiced, the unit prices, volumes delivered, and such other information required by SEPM. SEPM reserves the right to suspend payment of any invoice which fails to comply with SEPM’s requirements. Any disagreement by SEPM as regards the volume or quality of the delivered Supply or the invoiced price, shall lead to the issuing of a debit note. Supplier shall have forty-five (45) days as from the issuing of the debit note during which to challenge the latter such debit note, or invoice will be deemed accepted and Supplier shall then issue the corresponding credit note or make the corresponding refund within five (5) business days.

Pricing and Payment Terms. Unless otherwise provided in the Order (i) all prices are firm and include all transportation, insurance, packaging expenses and all other costs, expenses, and taxes, and (ii) payment terms are net forty-five (45) days from the later of the date of the receipt of a complete invoice or SEPM’s acceptance of the Supply. Supplier hereby authorizes SEPM to set-off and deduct all liabilities, debts and claims Supplier or its affiliates now or hereafter owe to SEPM.

Accounts Receivables

Supplier shall not assign, transfer, or factor all or any portion of its accounts receivable arising under the Order without prior written authorization of SEPM’s accounts payable department. Should Supplier have signed a factoring arrangement and have duly notified and received SEPM’s written approval thereof, all its invoices shall be paid solely to the factoring company and SEPM shall not owe Supplier.

Equipment

Any Equipment specifically ordered for the fulfilment of the Order becomes the exclusive property of SEPM as soon as it has been made and may only be used by the Supplier to fulfil Orders placed by SEPM. If the Equipment is stored at the Supplier’s premises, it must be labelled with a SEPM ownership plate and if requested by SEPM in writing, it must be immediately returned to SEPM in good working order. The Supplier is responsible, at its own expense, for servicing the Equipment and for routine repairs. The Supplier is responsible for the custody and preservation of the Equipment, at its own risk, and must ensure that the Equipment is properly covered by its own insurance policies. If a loss occurs, the Supplier shall restore the Equipment to its original condition, at its own expense and as swiftly as possible, unless the Equipment is found to be unrepairable, in which case it shall compensate SEPM for its fair market value, which may not be less than 25% of its replacement value.

Warranty

In addition to Supplier’s (or its suppliers’) standard warranty and/or service guaranty, The Supply will be free from any defect in design, workmanship and/or materials for a period of twenty-four (24) months commencing on the date of delivery or acceptance, whichever is later. Accordingly, if SEPM or its own customer or end user discovers a defect in or problem with the Supply, the Supplier undertakes to correct, repair, or replace the Supply, at its own expense and risk and in its current setting (also covering any staff travel expenses and any disassembly/reassembly costs) so that it operates in compliance with the provisions of the Order and in the manner required for its intended use, in all respects.

Supplier further represents and warrants that (1) the Supply: (i) is transferred to SEPM with good and merchantable title and free and clear of all liens, claims and encumbrances; (ii) is of good quality, merchantable and free from defects in design, material and workmanship and is fit for the known purposes for which purchased; (iii) conforms to SEPM’s specifications, the Order, and/or the sample approved by SEPM; (iv) is completed in a timely, competent and workmanlike manner; and (v) complies with all applicable Governmental Laws, including, without limitation, applicable industry codes and standards; and (2) Supplier has the requisite financial condition to fulfill the Order.

The foregoing warranties shall survive inspection, delivery, and payment, and shall run in favor of SEPM and its customers. No payment, inspection, acceptance, test, delay, use, resale, or failure to inspect, test, or discover any defect or other nonconformance shall relieve Supplier of any of its obligations under the Order or impair any rights or remedies of SEPM.

Should Supplier fail to effectively comply with its warranty within fifteen (15) calendar days, SEPM reserves the right to correct or replace it directly or through any third party perform in the place and stead of Supplier at Supplier’s sole expense and risk.

Any service provided and/or part replaced/corrected/repaired under this warranty will in turn be covered by this warranty for a period of twenty-four (24) months on the terms and conditions set out above. This warranty covers all parts/services other than those treated as consumables, with a useful life of less than twenty-four (24) consecutive months.

Spare Parts

Supplier shall make available all spare parts for ten (10) years after the date of last delivery of any discontinued Supply.

Intellectual Property

Each Party owns or has a license to use its respective patents, copyrights, trademarks, design rights, trade secrets, knowledge and other intellectual property and proprietary rights (“IP Rights”) created or developed prior to entering the Order including all modifications, improvements, or changes in or to such pre-existing IP Rights. To the extent that any pre-existing materials are contained in or used in connection with the Supply (“Pre-existing IP”), Supplier grants to SEPM a worldwide, irrevocable, non-exclusive, fully paid, royalty-free right and license to and to authorize others to use, execute, reproduce, display, perform, distribute, and prepare derivative works of such Pre-existing IP.

Supplier acknowledges and agrees that all discoveries, inventions, technologies, procedures, processes, techniques, formulae, methods, improvements, designs, works of authorship, software, trade names, slogans, service marks, mask work rights, IP Rights and other intellectual property and proprietary rights and derivative works invented, conceived, created, discovered, developed, authored or devised, individually or in collaboration with any other person or entity during the Term or in the course of performing pursuant to the Order (collectively, “Inventions”) are “works made for hire” and shall be the sole and exclusive property of SEPM. Notwithstanding the foregoing, if any Inventions do not qualify as “works made for hire”, Supplier hereby irrevocably assigns, without additional compensation, all right, title and interest in and to all such Inventions, including, without limitation, any and all applications, registrations, renewals, extensions, claims, allowances, reexaminations, reissues, extensions, other protections and all other United States and foreign intellectual property and proprietary rights of any type, nature and description for any and all Inventions throughout the world.

Supplier warrants that the sale or use of the Supply furnished hereunder will not infringe or contribute to infringement of any IP Right, and shall defend, indemnify, and hold SEPM, its predecessors, successors, assigns and customers (whether direct or indirect), harmless against all claims, losses, demands, damages and expenses (including reasonable attorneys’ fees and other costs of defending any action) (collectively, “Claims”) which they, or any of them, may sustain or incur as arising from or relating to the Pre-existing IP or of a breach of this warranty

Confidentiality – Publicity

Any information and/or data (hereinafter the “Confidential Information”), of any kind whatsoever (including, but not limited to, financial, technical and/or commercial information and/or data) and/or on any type of medium whatsoever, shared between the Parties or to which a Party may have access for the purposes of an Order, must be treated as strictly confidential and used exclusively for the fulfilment of the Order, to the exclusion of any other uses. Any Confidential Information provided by SEPM will remain the property of SEPM. Any disclosure of Confidential Information by SEPM may not be construed, in any circumstances whatsoever, as expressly or impliedly granting the Supplier any type of right to use or any type of title to the materials, inventions and/or discoveries covered by that Confidential Information. No Confidential Information may be disclosed to a third party without SEPM’s prior written consent, it being agreed that if such a disclosure is authorized, the Supplier shall procure that the said third party complies with this confidentiality undertaking and shall be liable to SEPM, therefore.

Unless otherwise expressly agreed in advance by SEPM, the Supplier may not mention the existence of its commercial relationship with SEPM to third parties or present all or part of the Supply(ies) or results produced in accordance with or based on the Confidential Information supplied by SEPM and may not use the trademarks, logos and other distinctive signs owned by SEPM. If the Supplier fails to fulfil any obligation set out above, SEPM may terminate the Order as of law and without any further formality or compensation.

Indemnity and Insurance

Supplier shall defend, indemnify, and hold SEPM, its predecessors, successors, assigns and its customers (whether direct or indirect) harmless against any and all Claims, which they, or any of them, may sustain or incur as a result of (i) any claim of violation of any common law or any federal, provincial, state, local or foreign statute, law, ordinance, rule, regulation, license, permit, authorization, registration, policy or order (collectively, “Governmental Laws” and individually, a “Governmental Law”), (ii) negligence, breach of warranty or strict liability in tort in connection with the use of the Supply, except such as may be caused to the extent of the negligence of SEPM, and (iii) Supplier’s breach or default of the Order. Supplier shall procure and maintain the following insurance with carriers rated “A” VIII or better by A.M. Best Company (subject to approval by SEPM), to protect SEPM and Supplier from any and all Claims as follows:

Commercial General Liability Insurance, including Products/Completed Operations and Contractual Liability Insurance, with a limit of liability not less than $5 million combined single limit per occurrence for bodily injury and property damage.

Workers’ Compensation with statutory limits.

Employers’ Liability Insurance with a limit of $2 million each accident and disease.

Automobile Liability Insurance for any auto owned, non- owned, leased, rented, or hired and used in the fulfillment of the Order, with a limit of $2 million combined single limit per occurrence for bodily injury and property damage.

Supplier shall provide a certificate of insurance issued by an authorized representative of Supplier’s insurance company, naming SEPM as additional insured and providing a waiver of subrogation in favor of SEPM. Upon request, Supplier shall provide SEPM with a copy of such insurance policy Supplier hereby agrees to purchase, at Supplier’s expense, any additional insurance which SEPM may consider to be necessary in light of the risks relating to performance of the Order.

Termination

SEPM may cancel any Order at any time prior to (i) shipment for non-specially manufactured goods, or (ii) commencement for services, without any liability to Supplier. If SEPM terminates after the time set forth in 18.1(i) or (ii) above, SEPM shall be liable to Supplier for Supplier’s actual, documented out of pocket expense expended prior to receipt of notice of cancellation by SEPM for work and materials procured solely as a result of the Order which cannot be used by Supplier for any other product or service, and in no event shall exceed the purchase price of cancelled Supply (the “Termination Cost”).

SEPM shall have the right to cancel any Order for specially manufactured Supply, and except as otherwise provided in applicable provisions of a government contract, SEPM’s liability for cancellation of the Order for specially manufactured goods shall be limited to the Termination Cost.

In addition to its rights and remedies, SEPM may immediately terminate any Order without liability whatsoever in the following cases: Court-ordered, or out-of-court dissolution or liquidation; an event of force majeure, the consequences of which last for more than six (6) weeks; Supplier’s breach or default of the Order; Supplier’s entering into a factoring arrangement; Supplier’s inadequate financial condition (as determined by SEPM); and Supplier’s failure (as determined by SEPM) to provide adequate assurance of performance and/or financial condition SEPM may terminate an Order, at any time and without any need to show a breach by the Supplier (termination for convenience), by giving prior written notice of three (3) months and paying, as a full and final settlement, (i) the price of any compliant Supply(ies) delivered before the end of the notice period, and (ii) Termination Cost.

Disputes-Governing Law

The Order between SEPM and Supplier is governed by North Carolina (USA) law without regard to conflict of law principles and to the exclusion of the provisions of the Vienna Convention of April 11th, 1980, on the international sale of goods

Sustainable development, Ethics and Compliance

The Supplier undertakes to adhere to and comply with the principles and guidance of the ISO 26000 “Guidance on Social Responsibility” international standard. The basic principles of ISO 26000 are available at <http://www.iso.org/iso/fr/discovering_iso_26000.pdf>. The Supplier undertakes to comply with the rules set out in ISO 14001. The Supplier is also informed that the energy performance of the Supply was considered during SEPM’s selection process (in accordance with ISO 50001).

The Supplier undertakes, in particular to ensure a completely safe use of the Supply(ies), to comply with all laws and regulations in force at the time of the Order or that come into force on or before the date of delivery of the Supply(ies), including both national provisions applicable at the place of manufacturing, transit or delivery (as stated in the Order), and EU provisions, in particular REACH (EC 1907/2006), RoHS (EU 2011/65), F-Gas (EU 517/2014), Ozone Depleting Substances (EC 1005/2009), their annexes, subsequent amendments and implementing legislation. Under the foregoing, the Supply(ies) may not contain any hazardous substances exceeding the prescribed thresholds unless a valid exemption applies. If an exemption is used, this must be reported to SEPM using the procedure set out below. SEPM may not accept the Supply(ies), as defined in Acceptance of Delivery above, until the Supplier has provided the declarations of substances based on the IEC62474 list (covering, at the very least, REACH and RoHS substances) for all the Supply(ies) and updated material safety data sheets for the materials and preparations, by sending them directly to contact@syncepm.com or if requested by SEPM, within no more than twenty-one (21) days. In accordance with SEPM’s substances policy designed to eliminate substances of very high concern (SVHCs) from SEPM’s products, the Supplier undertakes: to ensure that none of the Supply(ies) contain any of the substances listed in Annex XIV to the REACH regulation after the relevant sunset date, not to use the said substances in the Supply(ies) to the extent possible and, at the very least, to report them to SEPM in accordance with the procedure referred to above and to launch a replacement program in partnership with SEPM. On request, the Supplier shall provide SEPM with all required supporting documents (including laboratory test results, as recommended in EN 50581:2012) during the statutory retention period.

Regarding the disposal and treatment of waste electrical and electronic equipment and end-of-life batteries and accumulators and the financing thereof, the Supplier undertakes to inform SEPM of the obligations arising under EU legislation and regulations (Directives 2012/19/EU, 2006/66/EC and 2013/56/EU in particular and their implementing legislation) and the legislation and regulations applicable in the country of delivery on the date of purchase and any known developments occurring on or before the date of delivery.

Supplier certifies and warrants to SEPM that any Supply that introduces any hazardous materials as defined by applicable Governmental Law into any facility of SEPM or SEPM’s customer(s) are properly labeled, shipped in proper containers, and are accompanied by MSDS (material safety data sheets). Any Supply that introduces any materials or substances regulated under any Governmental Law (including, without limitation, California Proposition 65) shall be properly disclosed, labeled, packaged, shipped, and shall be accompanied by material safety data sheets and other documents as required by applicable Governmental Law. Materials that are prohibited by Governmental Law, including, without limitation, asbestos, asbestos containing materials and polychlorinated biphenyls shall not be introduced into the Supply or any facility of SEPM or SEPM’s customers.

Supplier shall compensate SEPM for all costs, damages and losses borne by SEPM and/or for which it is found liable under third-party claims, owing to Supplier’s failure to comply with any of the provisions of this Article.

The Supplier will use its best efforts to report to SEPM the presence and country of origin of any and all conflict minerals in the Supplies in accordance with the requirements of the US Dodd-Frank Act of 2010, and any similar law arising under any other jurisdiction.

The Supplier shall also comply with the ethics and anti- bribery/corruption policies implemented and monitored by SEPM, as referred in the Responsible Business Alliance (RBA) Code of Conduct that Supplier declares well known to it: http://www.responsiblebusiness.org/standards/code-of- conduct.

If the Supplier fails to fulfil any obligation described above, SEPM may unilaterally terminate the Order without any further formality or compensation fifteen (15) calendar days after formal notice with which the Supplier fails to comply.

In the event Supplier has concerns related to ethics, compliance, and/or any potential violations of these policies, Supplier is welcome to ask questions and raise concerns by contacting contact@syncepm.com.

Inspection and Audit

SEPM reserves the right to conduct, directly or through any representative duly authorized by SEPM, any inspection of the Supply(ies) subject to reasonable prior notice, including at the premises of the Supplier or its main subcontractors. Such inspection shall be conducted during the normal business hours of the Supplier or those subcontractors (or at any time in the event of an emergency), in order to: (a) examine the Supplier’s procurement records; (b) inspect, in any manner, the works and/or services making up the Supply, in the process of being made; (c) inspect, in any manner, the quality, manufacturing and test data for the Supply(ies); and (d) inspect, in any manner, the Supplier’s actual compliance with its undertakings under the Order and these Standard Terms. If the Supplier fails to fulfil any obligation described above, SEPM may unilaterally terminate the Order without any further formality or compensation fifteen (15) calendar days after formal notice with which the Supplier fails to comply.

Management of Product and Process Changes

Supplier shall inform SEPM in writing no less than six (6) months prior to the date scheduled for the implementation of any material change made to the Supply including, but not limited to, changes affecting the processes, in its or its subcontractors’ business operations, information technology systems or processes, the procurement of critical components, the Supply’s design, composition or the location of the plant(s). SEPM reserves the right to refuse any change. All changes remain under the full responsibility of Supplier. Supplier shall repay to SEPM all the costs borne by SEPM during, or in the context of, the reclassification of the Supply and/or component affected by the change.

Data & Cybersecurity

Where Supplier has access to, collects, stores or otherwise processes data from or on behalf of SEPM (e.g., including, as the case may, data from SEPM customers, resellers, or users) in connection with its provision of the Supply (“Data”), including any data that may be generated by the Supply itself, Supplier shall at a minimum: (i)Only access, collect, store or otherwise process Data for the sole purpose of fulfilling Supplier’s obligations under the Order, or as otherwise expressly permitted by SEPM in writing; (ii)Maintain reasonable and appropriate administrative, technical and organizational measures and safeguards to preserve and protect the security, integrity and confidentiality of the Data, aligned with applicable industry standards such as ISO / IEC 27001 or IEC 62443; (iii)Should the Supply contain any software, firmware or chipsets; the development and productions of such shall demonstrably aligned with good industry practices and standards such as ISO/IEC 27001 or IEC 62443; (iv)Comply with any other privacy or security policies or procedures that SEPM may provide or make available from time to time to the Supplier as the context requires; especially when Supplier has access to SEPM IT systems or network, either at SEPM location or remotely; and (v)Any infrastructure, systems, services, products or platforms used by Supplier to access, collect, store, or otherwise process Data, including data gathered from third- parties on behalf of SEPM, shall be developed, maintained, and operated in accordance with industry-recognized security requirements and Secure Development Lifecycle practices, including but not limited to, secure application development, vulnerability management, and compliance with applicable regulations and requirements.

Supplier shall maintain a reasonable and industry appropriate business continuity plan to ensure its provision of the Supply, taking into account data and cybersecurity risks included in its comprehensive risk analyses, contingency plan and solutions for its continuous delivery and operations.

In the event Supplier detects a confirmed or reasonably suspected misuse, compromise, or unauthorized access, destruction, loss, alteration, acquisition or disclosure of any Data, security breach or suspected vulnerability, whether in Suppliers’ IT systems or network, or in relation to the Supplier (“Security Incident”): (i)Supplier shall notify SEPM within twenty-four (24) hours in writing at contact@syncepm.com. (ii)Such notification shall contain at a minimum: (a)a brief description of the Security Incident, (b)any SEPM Systems or Data affected by the Security Incident, (c)any persons involved with the Security Incident, including any persons who made any unauthorized use or received an unauthorized disclosure, if known, (d)what Supplier has done or shall due to investigate the Security Incident, to mitigate any deleterious effects, and to protect against any further harm or other similar Security Incidents; and (e)any other information requested by SEPM relating to the Security Incident; (iii)Take prompt steps to investigate, contain, and remediate any Security Incident and cooperate with SEPM in any subsequent investigation and response in connection with the Supplier’s IT systems or networks, or in relation to the Supply, and evidence demonstrating the completion of those activities. Unless otherwise specified hereto, each party will bear its own cost in relation to its performance and action contemplated as determined herein. In addition to the above and in case the performance of the Order necessitates specific or enhanced protection measures for Data, the Parties will enter into a specific and appropriate addendum considering the level of cybersecurity required by the circumstances as reasonably determined by SEPM.

Data Privacy

Supplier will comply with all applicable laws, rules and regulations relating to the privacy and confidentiality of personal data in connection with this Order, including, but not limited to the European Union General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), Colorado Privacy Act, the New York Shield Act, the Virginia Consumer Data Protection Act, the Data Protection Laws of Canada (the Personal Information Protection and Electronic Documents Act (PIPEDA), Personal Information Protection Act, SBC 2003 c 63 (‘B.C. PIPA’), Personal Information Protection Act, SA 2003 c P-6.5 (‘Alberta PIPA’), and the Canadian Anti-Spam Legislation (‘CASL’), CQLR c P-39.1 (‘the Quebec Private Sector Act”). Supplier will only process personal data on behalf of SEPM for the purposes described in this Order. Supplier will cooperate in good faith with SEPM to promptly implement additional contractual terms as may be required for SEPM to comply with its legal obligations under applicable requirements in the future. Supplier and its subcontractors performing services on behalf of Supplier in connection with the Agreement are strictly forbidden from further uses of personal data that are not compatible with applicable privacy law, rules and regulations and this Order. Supplier shall promptly notify SEPM if it believes it cannot comply with this section.

Taxes

Except as otherwise agreed in writing by SEPM, SEPM shall not be liable for any taxes, duties, customs, or assessments in connection with the purchase and/or delivery of the Supply.

Government Contract Terms and Conditions

If the Supply to be furnished under the Order are to be used in furtherance of any U.S. government contract or subcontract, then all the applicable provisions required to be included in the Order by the applicable government contract or by Governmental Law shall be deemed incorporated herein, including but not limited to all applicable Federal Acquisition Regulation and DOD FAR supplement provisions. Supplier agrees to comply with all applicable Governmental Laws issued pursuant thereto, including without limitation, government procurement laws and regulations, customs rules and regulations, restrictions on export of information, restrictions on dealing with restricted persons and citizens of restricted countries, compliance with equal opportunity requirements, EO13496 Notification of Employee Rights Under Federal Labor Laws and implementation of a supplier diversity plan. Importer Security Filing: For offshore suppliers, which will ship ocean to the U.S. only, Supplier represents, warrants, and covenants that it shall fulfill the information data provision requirements detailed in https://www.cbp.gov/border-security/ports-entry/cargo-security/importer-security-filing-102# in cooperation with SEPM’s named customs broker.

Import and Export Compliance

General. Supplier agrees that it is knowledgeable regarding all applicable export, export control, customs and import laws and shall comply with such laws and any instructions and/or policies provided by SEPM. This shall include securing all necessary clearance requirements, export and import licenses and exemptions from such licenses, and making all proper customs declarations and filings with and notifications to appropriate governmental bodies, including disclosures relating to the provision of the Supply and the release or transfer of goods, hardware, software and technology to foreign destinations or nationals.

Supplier agrees that it will not export, re-export or transfer, including in-country transfer any of the Supply, including, technical data, or software provided to SEPM without permission from SEPM except as authorized by law. Supplier agrees that it is not suspended, debarred, or declared ineligible to export by any government entity. In the event that Supplier is suspended, debarred, or declared ineligible by any government entity, SEPM may terminate this Order immediately without liability to SEPM.

Trade Restrictions. SEPM may, from time to time and for business reasons, withdraw from and/or restrict its business dealings in certain jurisdictions, regions, territories and/or countries.

Shipping/Documentation Requirements. With each Order shipment, Supplier shall provide: (i) a shipping notification including the references and date of the Order, packing list containing the number of parcels and an exact description of the shipped Supply. accompany together with the certificates of conformity and the verification reports, (ii) a commercial or pro forma invoice; (iii) all required security-related information needed for the import of the goods; and (iv) copy of the bill of lading, airway bill, truck bill of lading, or other carrier certificate in transaction where the SEPM entity acts as the importer of record (IOR). The commercial/pro forma invoice shall include SEPM legal entity name; contact names and telephone numbers of representatives of SEPM and Supplier who have knowledge of the transaction; SEPM’s Order number; order line item; part number; release number (in the case of a “blanket order”); detailed description of the merchandise; quantity; unit purchase price in the currency of the transaction; Incoterms® 2020 and currency used in the transaction; the named place of delivery; “country of origin” of the supply; Harmonized System (HS) Tariff Codes of the country of consignment; the applicable national export control numbers (ECN/ECCN); and if the Supplier is subject to U.S. export regulations, ECCN or ITAR classifications.

Country of Origin/Preferential Trade Agreements/Duty Drawback. Supplier warrants the accuracy of its declarations of origin, including but not limited to certificates of origin and certificates under Preferential Trade Agreements such that SEPM can rely on any declarations to determine eligibility for preferential duty under free trade agreements. If Supplier subsequently revokes such declarations, the Supplier agrees, to the extent permitted by law, to indemnify, defend and hold SEPM harmless from and against any additional customs duty, fees, and other costs or expenses arising out of or in connection with any declared eligibility for a free trade agreement. If the Supply shall be delivered to a destination country having a Preferential Trade Agreement with Supplier’s country, Supplier shall cooperate with SEPM to review the eligibility of the Supply for any special program for SEPM’s benefit and provide SEPM with any required documentation, including declarations or certificates of origin to support the applicable Preferential Trade Agreement. If Supplier is the importer of record for any Supply purchased hereunder, including any component parts thereof, upon SEPM’s request, Supplier shall provide SEPM with all necessary customs documentation to enable SEPM to file for and obtain duty drawback. Supplier shall promptly notify SEPM of any known documentation errors and/or changes to the origin of goods or to the qualification of supply under a Preferential Trade Agreement. Supplier shall indemnify SEPM for any costs, fines, penalties, or charges arising from Supplier’s inaccurate documentation or untimely cooperation.

Fair Labor Standards

Supplier hereby certifies that the Supply furnished hereunder have been produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act of 1938, as amended, and of regulations and orders of the Administrator of the Wage and Hour Division issued under Section 14 thereof, and in accordance with all applicable Governmental Laws governing general conditions for labor employed in the production of such goods, and will provide such certification on each invoice. Supplier further agrees to comply with the provision of all rules and regulations including Section 503 of the Rehabilitation Act of 1973, Section 402 of the Vietnam Veterans Readjustment Assistance Act of 1974, those of the Secretary of Labor, and executive orders including Numbers 11246, 13375, 11625, 11701 and 11758 applicable to this order regarding non- discrimination because of race, creed, color, sex, national origin, physical or mental handicap or veteran status.

Limitation of Liability and Statute of Limitations

In no event shall SEPM be liable for anticipated profits or for incidental and/or consequential damages of any kind. SEPM’s liability for any claim of any kind for any loss or damage arising out of or in connection with and/or resulting from the Order or from the performance or breach thereof shall in no case exceed the price allocable to the Order or unit thereof which gives rise to the claim. SEPM shall not be liable for penalties of any description. Any action resulting from any breach on the part of SEPM as to the Order must be commenced within one year after the cause of action has accrued.

Entire Agreement

This Order, and any documents referred to on the face hereof, constitute the entire agreement between the parties.

Assignments and Subcontracting

No part of this Order may be assigned or subcontracted without the prior written approval of SEPM.

Miscellaneous

The Parties expressly agree that there are no joint and several liabilities between SEPM and its affiliates or between its affiliates themselves may be inferred from the existence of these Standard Terms. If a SEPM affiliate places an Order to and/or enters into any contract with the Supplier, this will not generate any right for the Supplier against SEPM and/or any affiliate of SEPM that is not a party to that Order or contract. A waiver will be effective only if in writing and signed by SEPM and will be limited to the matter described therein; no such waiver will be or be deemed a waiver of any other, similar, prior, continuing, or subsequent matter. Any notice, approval or consent required or permitted hereunder shall be in writing and will be deemed to have been duly given if mailed by registered or certified mail, postage prepaid or delivered by overnight courier service with tracking capabilities to the respective addresses of the parties as set forth in this Order (or such other addresses a Party may designate by ten (10) prior days written notice). If any provision of this Order shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Order shall otherwise remain in full force and effect and enforceable. Any failure by a Party to enforce any provision herein or right or remedy available to it on any one occasion shall not be construed as a waiver on any other occasion. Headings included herein are for convenience only and shall not be used to interpret or construe this Order.