Phone 916-939-6888 • Fax 1-916-939-6555 • aerometals.aero. GENERAL TERMS AND CONDITIONS. 1. FORMATION OF CONTRACT. This proposed
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Page 1 of 12 | May 21, 20 20 3920 Sandstone Drive Ł El Dorado Hills, California 95762 Ł USA Phone 916 -939-6888 Ł Fax 1 -916-939-6555 Ł www.aerometals.aero INFORMATION FOR EXTERNAL PROVIDERS General Terms and Conditions apply, when designated, on all Aerometals Purchase Orders. It is the supplier™s responsibility to understand, implement, and comply with all quality clauses imposed by Aerometals purchase orders at time of acceptance by supplier. In addition to the General Terms and Conditions and in accordance with section 8.4. 3 of AS9100:D, Aerometals notifies External Providers of the following: 1. The need to: a. Implement a quality management system acceptable to Buyer. b. Notify Aerometals of changes in product or process definition, external providers, or location of manufacture a nd where required, obtain Aerometal™s approval. c. Flow down all purchasing requirements from Aerometals to any sub -tier supplier. d. Ensure that persons are aware of: i. Their contribution to product or service conformity ii. Their contribution to product safety iii. The importance of ethical behavior 2. Aerometals monitors on -time delivery and quality performance. Aerometals will notify Seller if Seller™s performance is deemed unsatisfactory and corrective action may be requested.
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Page 2 of 12 | May 21, 20 20 3920 Sandstone Drive Ł El Dorado Hills, California 95762 Ł USA Phone 916 -939-6888 Ł Fax 1 -916-939-6555 Ł www.aerometals.aero GENERAL TERMS AND CONDITIONS 1. FORMATION OF CONTRACT. This proposed purchase contract, which incorporates by reference these General Provisions and all other terms and conditions set forth in this proposed purchase contract (collectively, the ﬁContractﬂ), is Buyer’s offer to purchase th e goods and any related services and/or other deliverables (collectively, the ﬁGoodsﬂ) described in this offer. Acceptance is strictly limited to the terms and conditions in this offer. Unless specifically agreed to in writing by Buyer’s Authorized Procure ment Representative, Buyer objects to, and is not bound by, any term or condition that differs from or adds to this offer. Seller™s commencement of performance or acceptance of this offer in any manner shall conclusively evidence acceptance of this offer a s written. Seller™s provision of the Goods shall be governed solely by this Contract. Buyer and Seller are referred to herein as a ﬁPartyﬂ or collectively as the ﬁParties.ﬂ 2. SCHEDULE a. Seller shall strictly adhere to the shipment or delivery schedules specified in this Contract. In the event of any anticipated or actual delay, including but not limited to delays attributed to labor disputes, Seller shall: (i) promptly notify Buyer in wri ting of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) provide Buyer with a written recovery schedule; and (iii) if requested by Buyer, ship via air or other expedited routing, at no additional cost to Buyer, to avoid or minimize delay to the maximum extent possible. b. Seller shall not deliver Goods prior to the scheduled delivery dates or deliver partial shipments unless authorized in writing by Buyer™s Authorized Procurement Representative. c. Buyer shall, at no additional cost, retain goods furnished in excess of the specified quantity or in excess of any allowable overage unless, within forty -five (45) days of shipment, Seller requests return of such excess. In the event of such request, Selle r shall reimburse Buyer for reasonable costs associated with storage and return of excess. 3. SUSPENSION OF WORK a. Buyer’s Authorized Procurement Representative may, by written order, suspend all or part of the work to be performed under this Contract for a period not to exceed one hundred (100) days. Within such period of any suspension of work, Buyer shall: (i) cancel the suspension of work order; (ii) terminate this Contract in accordance with the “Termination for Convenience” Article of this Contract; (iii) cancel this Contract in accordance with the “Cancellation for Default” Article of this Contract if grounds for default exist; or (iv) extend the stop work period . b. Seller shall resume work whenever a suspension is canceled. Buyer and Seller shall negotiate an equitable adjustment in the price or schedule or both if: (i) this Contract is not canceled or terminated; (ii) the suspension results in a change in Seller’ s cost of performance or ability to meet the Contract delivery schedule; and (iii) Seller submits a claim for adjustment within twenty (20) days after the suspension is canceled. 4. TERMINATION FOR CONVENIENCE. Buyer may terminate all or part of this Contract, effective as of the date specified by Buyer, in accordance with the provisions of Federal Acquisition Regulation (“FAR”) 52.249 -2 “Termination for Convenience of the Government (Fixed Price),” which provisions, except for subparagraphs (d) and ( j), are incorporated herein by reference. The terms “Government” and “Contracting Officer” shall mean “Buyer,” “Contractor” shall mean “Seller “.
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Page 3 of 12 | May 21, 20 20 3920 Sandstone Drive Ł El Dorado Hills, California 95762 Ł USA Phone 916 -939-6888 Ł Fax 1 -916-939-6555 Ł www.aerometals.aero 5. CANCELLATION FOR DEFAULT a. Buyer may, by written notice to Seller, cancel all or part of this Contract: (i) if Seller fails to deliver the Goods within the time specified by this Contract or any written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in either of these two circumstances, within ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer™s Authorized Procurement Representative; or (iii) in the event of Seller’s bankruptcy, suspension of business, insolvency, appointment of a receiver for Seller’s property or business, or any assignment, reorganization or arrangement by Seller for the benefit of its creditors. b. Seller shall continue all work not canceled. c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by Buyer, any (i) completed Goods, and (ii ) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Seller has specifically produced or acquired for the canceled portion of this Contract. Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customer has an interest. d. Buyer shall pay the Contract price for completed Goods accepted. In addition, any payment for Manufactu ring Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the “Termination for Convenience” Article of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Selle r was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the “Termination for Convenience” Article of this Contract. 6. QUALITY CONTROL. Seller shall establish and maintain a quality control system acceptable to Buyer for the Goods purchased under this Contract. Seller shall permit Buyer to review procedures, practices, processes and related documents to determine such acceptability. Seller shall promptly notify Buyer of any cancellation or loss of Seller™s quality management system and or special process certification s. 7. NOTICE OF DISCREPANCIES . Seller shall promptly notify Buyer in writing when discrepancies in Seller’s process, i ncluding any violation of or deviation from Seller™s approved inspection/quality control system, or Goods delivered or to be delivered are discovered or suspected under this Contract, including the quantity and specific identity of any impacted Goods. Supplier, their sub -tier supplier, and/or service providers must notify Buyer if a product, article and/or process has been found or has been released and subseq uently found to be nonconforming to the applicable design data and/or purchasing requirements. Writt en approval from Buyer is required prior to shipment. 8. INSPECTION a. At no additional cost to Buyer, Goods shall be subject to inspection, surveillance and test at reasonable times and places, including Seller’s subcontractors’ locations. Buyer has the right to visit Seller™s and Seller™s subcontractors™ locations during op erating hours to inspect, review and assess progress and performance under this Contract, including, but not limited to, production, schedule, and quality. Any Buyer representative shall be allowed access to all areas used for the performance of the Contra ct. Buyer shall perform inspections, surveillance, reviews and tests so as not to unduly delay the work. b. Seller shall maintain an inspection system acceptable to Buyer for the Goods purchased under this Contract. c. If Buyer performs an inspection, surveillance, review or test on the premises of Seller or its subcontractors, Seller shall furnish, and require its subcontractors to furnish, without additional
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Page 4 of 12 | May 21, 20 20 3920 Sandstone Drive Ł El Dorado Hills, California 95762 Ł USA Phone 916 -939-6888 Ł Fax 1 -916-939-6555 Ł www.aerometals.aero charge, reasonable facilities and assistance for the safe and convenient performance of these duties. 9. ACCEPTANCE AND REJECTION a. Buyer shall accept the Goods or give Seller notice of rejection due to any defect or nonconformance within a reasonable time after the date of delivery. No payment, prior test, inspection , passage of title, any failure or delay in performing any of the foregoing, or failure to discover any defect or other nonconformance shall relieve Seller of any obligations under this Contract or impair any rights or remedies of Buyer, including revocati on of acceptance. b. If Seller delivers defective or non -conforming Goods, Buyer may at its option and at Seller’s expense: (i) require Seller to promptly correct or replace the Goods; (ii) return the Goods for credit or refund; (iii) correct the Goods; or ( iv) obtain replacement Goods from another source. Return to Seller of defective or non -conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller’s expense. c. Seller shall not redeliver corrected or rejected Goods without dis closing the former rejection or requirement for correction. Seller shall disclose any corrective action taken. Repair, replacement and other correction and redelivery shall be completed as Buyer’s Authorized Procurement Representative may reasonably direct . 10. COUNTERFEIT WORK a. The following definitions apply to this clause: ﬁCounterfeit Workﬂ means Work that is or contains unlawful or unauthorized reproductions, substitutions, or alterations that have been knowingly mismarked, misidentified or otherwise misr epresented to be an authentic, unmodified part. Unlawful or unauthorized substitution includes used Work represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics. ﬁSuspect Counterfeit W orkﬂ means Work for which credible evidence (including, but not limited to, visual inspection or testing) provides reasonable doubt that the Work part is authentic. b. Seller shall not deliver Counterfeit Work or Suspect Counterfeit Work to Buyer under this Purchase Order. c. Seller shall maintain counterfeit risk mitigation processes in accordance with AS6174 and AS5553 and with any other specific requirements identified on the Purchase Order. d. Seller shall immediately notify Buyer with the pe rtinent facts if Seller becomes aware that it has delivered Counterfeit Work or Suspect Counterfeit Work. e. This clause applies in addition to and is not altered, changed, or superseded by any quality provision, specification, statement of work, regulatory f lowdown, or other provision included in the Purchase Order addressing the authenticity of Work. f. In the event that Work delivered under the Purchase Order constitutes or includes Counterfeit Work, Seller shall, at its expense, promptly replace such Counterf eit Work with genuine Work conforming to requirements. Notwithstanding any other provision in the Purchase Order or these Terms and Conditions, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Work. g. Seller shall include paragraphs (a) through (f) and this paragraph (g) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or furnished as Work to Buyer . 11. WARRANTY a. Seller warrants that: i. The Goods furnished under this Contract shall conform to all specifications and requirements of this Contract and shall be free from defects in materials and workmanship; ii. The Goods shall be free from liens or encumbrances;
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Page 5 of 12 | May 21, 20 20 3920 Sandstone Drive Ł El Dorado Hills, California 95762 Ł USA Phone 916 -939-6888 Ł Fax 1 -916-939-6555 Ł www.aerometals.aero b. This warranty shall begin upon Buyer’s final acceptance of the Goods and shall survive inspection, test and payment for the Goods. The warranty shall extend for a period of one (1) year or such other period as set forth elsewhere in this Contract, and Buye r shall give Seller notice after discovery of a defect or nonconformance in the Goods. The warranty shall run to Buyer and its successors, assigns and customers. In the event of any defect or nonconformance in the Goods, Buyer may, at its option and at Sel ler™s expense: (i) require prompt correction or replacement of the Goods, or (ii) return the Goods for credit or refund. Return to Seller of defective or non -conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller’s expen se. Goods required to be corrected or replaced shall be subject to the requirements of this Contract in the same manner and to the same extent as Goods originally delivered under this Contract, but only as to the corrected or replaced part or parts thereof . Even if the Parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer’s direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the Parties later determine that Seller did not breach this warranty, the Parties shall equitably adjust the Contract price. 12. RIGHTS OF BUYER™S CUSTOMERS AND REGULATORS TO PERFORM INSPECTION, SURVEIL LANCE AND TESTING. Right of access to perform inspections, surveillance and tests and to review procedures, practices, processes , facilities and related documents related to quality assurance, quality control, flight safety and configuration control shall be granted to Buyer , their customers and authorities. Seller shall cooperate with any such inspection, surveillance, test or review without additional char ge to Buyer. Nothing in this Contract shall be interpreted to limit United States Government access to Seller’s facilities pursuant to law or regulation. 13. INVOICES AND PAYMENT. Unless otherwise authorized by Buyer’s Authorized Procurement Representative, S eller shall issue a separate original invoice for each delivery of Goods that shall include Buyer’s Contract number and line item number. Seller shall forward its invoice to the address specified elsewhere in this Contract. Unless freight or other charges are itemized, Buyer may take any offered discount on the full amount of the invoice. Payment due date, including discount periods, shall be computed from the later of the scheduled delivery of Goods date, the actual delivery of Goods date or the date of re ceipt of a correct invoice. Payment shall be deemed made on the date Buyer’s check is mailed or payment is otherwise tendered. Seller shall promptly repay Buyer any amounts paid in excess of amounts due Seller. 14. CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND MATERIALS a. Buyer and Seller shall each keep confidential and protect from unauthorized use and disclosure all (i) confidential, proprietary and/or trade secret information, including Buyer -provided specifications and Buyer -provided informat ion pertaining to qualification, certification, manufacturing, and/or quality testing and procedures; (ii) tangible items and software containing, conveying or embodying such information; and (iii) tooling identified as being subject to this Article that i s obtained, directly or indirectly, from the other in connection with this Contract or other agreement, including Buyer™s contract with its customer, if any, (collectively referred to as “Proprietary Information and Materials”). Proprietary Information and Materials shall not include information that is, as evidenced by competent records provided by the receiving Party, lawfully in the public domain, lawfully disclosed to or known by the receiving Party without restriction, generally known in the relevant t rade or industry prior to disclosure hereunder, or developed by the receiving Party independently without use of or reference to the disclosing Party™s Proprietary Information and Materials.
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Page 6 of 12 | May 21, 20 20 3920 Sandstone Drive Ł El Dorado Hills, California 95762 Ł USA Phone 916 -939-6888 Ł Fax 1 -916-939-6555 Ł www.aerometals.aero b. Buyer and Seller shall each use Proprietary Information and Materials of the other only in the performance of and for the purpose of this Contract, other contracts between the Parties, and Buyer™s contract with its customer, if any. However, despite any ot her obligations or restrictions imposed by this Article or any prior agreement, Buyer shall have the right to use and reproduce Seller’s Proprietary Information and Materials internal to Buyer, regardless of when disclosed. Buyer shall further have the rig ht to, use, disclose, reproduce and make derivative works of Seller™s Proprietary Information and Materials (i) to fulfill Buyer™s obligations under, and (ii) for the purposes of testing, certification, use, sale or support of any goods delivered under, th is Contract, other contracts with Seller and Buyer™s contract with its customer, if any. Any such use, disclosure, reproduction or derivative work by Buyer shall, whenever appropriate, include a restrictive legend suitable for the particular circumstances. The restrictions on disclosure or use of Proprietary Information and Materials shall apply to all materials derived by the receiving Party or others on its behalf from the disclosing Party™s Proprietary Information and Materials. In addition to disclosure s permitted hereunder, a receiving Party may disclose received Proprietary Information and Materials in response to a subpoena or court order duly issued in a judicial or legislative process, provided that the receiving Party has used reasonable efforts to give the disclosing Party advance written notice of any such disclosure requirement and to reasonably cooperate with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing its scope. c. Upon Buyer’s reque st at any time, and in any event upon the completion, termination or cancellation of this Contract, Seller shall return to Buyer all of Buyer’s Proprietary Information and Materials and all materials derived therefrom, unless specifically directed otherwis e in writing by Buyer. Seller shall not at any time (i) dispose of (as scrap or otherwise) any Goods, parts or other materials containing, conveying, embodying or made in accordance with or by reference to any Proprietary Information and Materials of Buyer without the prior written authorization of Buyer or (ii) make, use, or sell any Goods, parts or other materials containing, conveying, embodying or made in accordance with or by reference to any Proprietary Information and Materials of Buyer without notif ying Buyer in writing before any such planned making, using, or selling activity and executing an agreement between the Parties requiring payment by Seller of a reasonable license fee to Buyer as consideration for each use of such Proprietary Information a nd Materials of Buyer, unless Buyer has provided prior written authorization to Seller. Prior to disposing of such Goods, parts or other materials as scrap, Seller shall render them unusable. Buyer shall have the right to audit Seller’s compliance with thi s Article. d. Seller may disclose Proprietary Information and Materials of Buyer to its subcontractors as required for the performance of this Contract, provided that each such subcontractor first agrees in writing to obligations no less restrictive than tho se imposed upon Seller under this Article. Seller shall be liable to Buyer for any breach of such obligation by such subcontractor. e. The provisions of this Article are effective notwithstanding the application of any restrictive legends or notices to Propr ietary Information and Materials. The provisions of this Article shall survive the performance, completion, termination or cancellation of this Contract. f. Seller agrees that any technical data and computer software furnished to Buyer as a required delivera ble under this Contract will be free from confidential, proprietary, or restrictive -use markings that are not expressly permitted by applicable FAR or other U.S. Government agency FAR supplement clauses incorporated in this Contract (ﬁNonconforming Marking sﬂ). Buyer may notify Seller of a Nonconforming Marking, and if Seller fails to remove or correct such marking within sixty (60) days after such notification, Buyer may, at Seller™s expense, correct any such Nonconforming Marking.
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Page 8 of 12 | May 21, 20 20 3920 Sandstone Drive Ł El Dorado Hills, California 95762 Ł USA Phone 916 -939-6888 Ł Fax 1 -916-939-6555 Ł www.aerometals.aero d. Environmental Health and Safety Performance . Seller acknowledges and accepts full and sole responsibility to mai ntain an environment, health and safety management system (“EMS”) appropriate for its business throughout the performance of this Contract. Buyer expects that Seller™s EMS will promote health and safety, environmental stewardship, and pollution prevention by appropriate source reduction strategies. Seller shall convey the requirement of this clause to its suppliers. Seller shall not deliver Goods that contain any asbestos mineral fibers. e. Seller Facility . Seller shall provide Buyer written notice of any pro posed plans for moving Seller™s manufacturing location for the Goods or moving tooling or other equipment utilized in the manufacture of the Goods to another facility. In no event shall Seller proceed with implementing such plans prior to obtaining Buyer™s prior written approval. f. Buyer Policies . Seller agrees that Buyer™s internal policies, procedures and codes are intended to guide the internal management of the Buyer and are not intended to, and do not, create any right or benefit, substantive or procedu ral, enforceable at law or in equity, by the Seller against the Buyer. g. Subcontracting . Seller agrees that no subcontract placed under this Contract will provide for payment on a cost -plus -a-percentage -of-cost basis. h. Ethics and Compliance Program . Seller acknowledges and accepts full and sole responsibility to maintain an ethics and compliance program appropriate for its business throughout the performance of this Contract. Buyer strongly encourages Seller to model its program in accordance with the Federa l Sentencing Guidelines, applicable guidance from enforcement authorities, and industry best practices. Seller shall publicize to its employees who are engaged in the performance of work under the Contract that they may report any concerns of misconduct by Buyer or any of its employees or agents to the Government Program Manager. 17. TRADE CONTROL COMPLIANCE a. The Parties shall comply with all export and import laws, regulations, decrees, orders, and policies of the United States Government and the Government o f any country in which the Parties conduct business pursuant to this Contract, including but not limited to the Export Administration Regulations (ﬁEARﬂ) of the U.S. Department of Commerce, the International Traffic in Arms Regulations (ﬁITARﬂ) of the U.S. Department of State, the U.S. Customs & Border Protection Regulations, the Harmonized Tariff Schedule, and the anti -boycott and embargo regulations and guidelines as set forth in the EAR and in the U.S. Department of the Treasury, Office of Foreign Assets Control (collectively, ﬁTrade Control Lawsﬂ). b. Seller shall control the disclosure of, and access to, controlled items or technical data provided by Buyer related to performance of this Contract in compliance with all applicable Trade Control Laws. Seller shall not transfer (to include transfer to foreign persons employed by or associated with, or under contract to Seller, or Seller™s sub -tier suppliers or Seller™s non -U.S. subsidiaries) any export controlled item, data or services, without providing advan ce notice to Buyer and obtaining the requisite export and/or import authority. c. Subject to applicable Trade Control Laws, Seller shall provide Buyer with the export control classification of any commodity or technology including software. d. Seller represent s that it maintains an effective export/import control compliance program in accordance with all applicable Trade Control Laws. A copy of process control documents and other documents reasonably requested by Buyer related to Seller™s compliance with applic able Trade Control Laws shall be made available to Buyer upon request. e. Seller shall promptly notify Buyer if Seller is, or becomes, listed in any Denied Parties List or if Seller™s export privileges are otherwise denied, suspended or revoked in whole or i n part by any Governmental entity. f. Seller shall timely inform Buyer of any actual or alleged violations of any applicable Trade Control Laws, including any suits, actions, proceedings, notices, citations, inquiries, or other communications from any govern ment agency concerning any actual or alleged violations, in Seller™s performance under this Contract and shall comply with all reasonable requests from Buyer for information regarding any such violations.
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Page 9 of 12 | May 21, 20 20 3920 Sandstone Drive Ł El Dorado Hills, California 95762 Ł USA Phone 916 -939-6888 Ł Fax 1 -916-939-6555 Ł www.aerometals.aero g. Seller shall incorporate into any contracts with i ts sub -tier suppliers obligations no less restrictive than those set forth in this Article requiring compliance with all applicable Trade Control Laws. 18. GOVERNMENT CLAUSES. Government clauses applicable to this Contract from Buyer™s contract with its customer, if any, are incorporated elsewhere in this Contract either by attachment or by some other means of reference. 19. GOVERNING LAW. This Contract and any disputes arising out of, or relating to, this Contract shall be governed by the laws of the State of California without regard to the conflict of law rules thereof, provided that (i) contract provisions that have been incorporated dir ectly from or by express reference to the FAR or FAR supplements, (ii) contract provisions that have been flowed down from a contract with the U.S. Government, and (iii) the Changes and Termination for Convenience articles, shall be construed and interpret ed according to the federal common law of government contracts, as enunciated and applied by federal judicial bodies, boards of contract appeals, and quasi -judicial agencies of the federal government. This Contract excludes the application of the 1980 Unit ed Nations Convention on Contracts for the International Sale of Goods. 20. DISPUTES. Any dispute that arises under or is related to this Contract that cannot be settled by mutual agreement of the Parties may be decided by a court of competent jurisdiction. Pending final resolution of any dispute, Seller shall proceed with performance of th is Contract according to Buyer’s instructions so long as Buyer continues to pay amounts not in dispute. 21. INDEPENDENT CONTRACTOR RELATIONSHIP . Seller is an independent contractor in all its operations and activities hereunder. The employees used by S eller to perform Work under this Contract shall be S eller ‘s employees exclusively without any relation whatsoever to Buyer . 22. NEW MATERIALS . The Work to be delivered hereunder shall consist of new materials, not used, or reconditioned, remanufactured, or of such age as to impair its usefulness or safety. 23. PACKING AND SHIPMENT a. Unless otherwise specified, all Work is to be packed in accordance with good commercial practice. Buyer may charge Seller for damage or deterioration of any Goods resulting from improper packing or packaging. b. A complete packing list shall be enclosed with all shipments. S eller shall mark containers or packages with necessary lifting, loading, and shipping information, including the Buyer™s Contract number, item number, dates of shipment, and the names and addresses of consignor and consignee. Bills of lading shall in clude this Contract number. c. Unless otherwise specified, delivery shall be FOB Place of Shipment. 24. FORCE MAJEURE. Seller shall not be liable for excess re -procurement costs pursuant to the ﬁCancellation for Defaultﬂ Article of this Contract incurred by Buyer because of any failure to perform this Contract under its terms if the failure arises from causes beyond the control and without the fault or negligence of Seller. If Seller ™s failure is caused by the failure of a subcontractor of Seller and if such failure arises out of causes beyond the reasonable control of both, and if such fail ure is without the fault or negligence of either, Seller shall not be liable for excess re -procurement costs unless the goods or services to be furnished by the subcontract or were obtainable from other sources in sufficient time to permit the Seller to meet the required delivery schedules . Seller shall notify Buyer in writing within ten (10) days after the beginning of any such cause(s). In all cases, Seller shall use reason able efforts to avoid or minimize all such failures, including exercising work -around plans or obtaining the Goods from other sources. 25. TAXES. Unless this Contract specifies otherwise, the price of this Contract includes, and Seller is liable for and shall pay, all taxes, impositions, charges and exactions imposed on or measured by this Contract except for applicable sales and use taxes that are separately stated on Seller ™s 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.
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