1. TERMS OF AGREEMENT: The purchase order, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions, and other information, whether physically attached or incorporated by reference (collectively the “Purchase Order”), constitutes the entire and exclusive agreement between Best Global Source (the “Buyer”) and the supplier (the “Supplier”) identified in the Purchase Order. Buyer’s submission of the Purchase Order is conditioned on Supplier’s agreement that any terms different from or in addition to the terms of the Purchase Order, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgement, release, acceptance, or other written correspondence, irrespective of the timing, shall not form a part of the Purchase Order, even if Supplier purports to condition its acceptance of the Purchase Order on Buyer’s agreement to such different or additional terms. Supplier’s electronic acceptance, acknowledgement of this Purchase Order, or commencement of performance constitutes Supplier’s acceptance of these terms and conditions. Any requested modifications to a Purchase Order by Supplier shall not be deemed accepted by Buyer without Buyer’s specific written consent in each instance. Notwithstanding the foregoing, if a master agreement covering procurement of the Work described in the Purchase Order exists between Supplier and Buyer, the terms of such master agreement shall prevail over any inconsistent terms herein.

2. DEFINITIONS: 2.1 “Deliverables” means the deliverables specified in the Purchase Order (and any Statement of Work) to be delivered on or before the Delivery Date. 2.2 “Delivery Date” means the date or dates specified in the Purchase Order by which the Supplier is required to deliver the Work. 2.3 “Harmful Code” means any software intentionally designed to (i) disrupt, disable, harm, or impede operation; or (ii) impair operation based on the lapse of time, including but not limited to viruses, worms, time bombs, time locks, drop-dead devices, access codes, security keys, back doors, or trap door devices.  2.4 “Intellectual Property Rights” means any and all tangible and intangible: (i) copyrights and other rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) registered and unregistered patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing).  2.5 “Preexisting Materials” means any Intellectual Property Rights or tangible personal property of Supplier or Buyer created before the date of this Purchase Order or outside the scope of this Purchase Order.  2.6 “Products” means tangible goods specified in the Purchase Order to be delivered on or before the Delivery Date. 2.7 “Services” means the services that Supplier is to perform for Buyer specified in the Purchase Order.  2.8 “Statement of Work” or “SOW” means a document specifying, without limitation, the scope, objective, and time frame of the Work that Supplier will perform for Buyer.  2.9 “Subcontractor” means a third party performing Work under an agreement (a “Subcontract”) with Supplier. 2.10 “Supplier Personnel” means Supplier’s employees, consultants, agents, independent contractors, and Subcontractors. 2.11 “Third Party Intellectual Property” means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work. 2.12 “Work” means the Deliverables, Products, and Services specified in the Purchase Order, including any SOW.

3. DELIVERY: 3.1 Time is of the essence in Supplier’s performance of its obligations under the Purchase Order. All Products shall be manufactured and all Services shall be provided in strict compliance with specifications and quality requirements provided by Buyer and in compliance with all applicable federal, state, and local laws, rules and regulations. Supplier will promptly notify Buyer upon completion of milestones identified in any delivery schedule and if Supplier’s timely performance under the Purchase Order is delayed or is likely to be delayed. Buyer’s acceptance of Supplier’s notice will not constitute Buyer’s waiver of any of Supplier’s obligations. 3.2 If Supplier delivers Work after the Delivery Date, Buyer may reject such Work in whole or in part. In lieu of same and at Buyer’s sole discretion, Buyer may also elect to receive a discount of fifteen percent (15%) of the Purchase Order representing the late Work. 3.3 Buyer will hold any Work rejected under this Purchase Order at Supplier’s risk and expense, including storage charges, while awaiting Supplier’s return shipping instructions. Supplier will bear all return shipping charges, including without limitation, insurance charges Buyer incurs on Supplier’s behalf. Buyer may, in its sole discretion, destroy or sell at a public or private sale any rejected Work for which Buyer  does not receive return shipping instructions within a reasonable time, and apply the proceeds, if any, first toward any storage charges.  3.4 Buyer may request the rescheduling of any Purchase Order in whole or in part prior to the delivery date through a Change Order, as described in Section 7 below.  Buyer may place any portion of a Purchase Order on hold by notice that shall take effect immediately upon receipt. Purchase Orders placed on hold will be rescheduled or terminated by Buyer within a reasonable time and if terminated, the parties’ responsibilities are as set forth in Section 10.2.   3.5 Supplier will preserve, pack, package, and handle the Deliverables and Products so as to protect the Deliverables and Products from loss or damage and in accordance with best commercial practices in the absence of any specifications Buyer may provide. Without limiting the foregoing, Supplier shall observe the requirements of any local laws and regulations relating to hazardous work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage, and disposal.  3.5 Supplier will include with each delivery of Products a packing list identifying the Purchase Order number, the Buyer part number for each of the Products (if applicable), a description and the quantity of each of the Products, and the date of shipment. 3.6 Unless Buyer expressly instructs otherwise, Supplier will deliver all Work to Buyer’s plant at the address set forth in the Purchase Order. Seller assumes responsibility for all shipping and delivery charges including, without limitation, customs, duties, costs, taxes, and insurance. Risk of loss for the Deliverables and Products does not pass to Buyer until acceptance in accordance with Section 6.  3.7  Supplier shall cooperate with Buyer to provide reasonable configuration control and traceability systems for Products and Services supplied hereunder appropriate to the nature and complexity of the Products and Services.

4. PRICE AND PAYMENT: 4.1 Unless otherwise specified in the Purchase Order, the price for the Work includes all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imposts, and government-imposed surcharges. Supplier will, at Buyer’s request, break-out from the price all such taxes and other charges, in its invoices. Supplier shall use its best efforts to assist Buyer in all legal efforts to minimize the taxes resulting from the performance of this Purchase Order. 4.2 Buyer will pay Supplier the price in accordance with the payment terms set forth in the Purchase Order following the later of: (i) the Delivery Date; (ii) the date of Buyer’s acceptance of all of the Work; or (iii) Buyer’s receipt of a properly prepared invoice. A properly prepared invoice must include the Purchase Order number and, if required in the Purchase Order, Supplier’s certification of conformance of the Work to the requirements. Payment will be in U.S. dollars. Buyer may, at any time, set-off any amounts Supplier owes Buyer against any amounts Buyer owes to Supplier or any of its affiliated companies.

5. OWNERSHIP AND LICENSE: 5.1 Unless otherwise specified in a SOW and except as provided in Section 5.2, Buyer is the sole and exclusive owner of all Deliverables and Supplier hereby irrevocably assigns and transfers to Buyer all of its worldwide right and title to, and interest in, the Deliverables, including all associated Intellectual Property Rights. 5.2 Unless otherwise specified in a SOW, each party owns all right, title, and interest in and to any of its Preexisting Materials. Supplier hereby grants Buyer a perpetual, irrevocable, worldwide, transferable, royalty-free, non-exclusive license, with the right to sublicense and authorize the granting of sublicenses, to use and reproduce Supplier’s Preexisting Materials in the Deliverables to the extent necessary for Buyer’s exercise and use of its rights in the Deliverables. 5.3 Unless otherwise specified in an SOW, Supplier will obtain and assign to Buyer a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to use all Third Party Intellectual Property Rights incorporated into, required to use, or delivered with the Work. Supplier will deliver copies of the above releases and licenses to Buyer upon Buyer’s request. 5.4 Any specifications, models, drawings, schematics, technical information, data, tools, equipment, and other materials furnished to or by Buyer shall: (i) be kept confidential; (ii) be used by Supplier exclusively for Buyer’s Purchase Orders; (iii) be clearly marked as Buyer’s property and segregated when not in use; (iv) be kept in good working condition using reasonable care at Supplier’s expense, ordinary wear and tear excluded; and (v) be shipped to Buyer on demand as set forth below.  Buyer shall provide reasonable advance written notice prior to demanding return of any such property. Upon such notice, Supplier shall prepare and return the requested items at Buyer’s expense.

6. INSPECTION AND ACCEPTANCE: Buyer may inspect and test all Products at reasonable times before, during, and after manufacture. If any inspection or test is made on Supplier’s premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer’s inspectors in such manner as shall not unreasonably hinder or delay Supplier’s performance. All Products and Services shall be received subject to Buyer’s inspection, testing, approval, and acceptance at Buyer’s premises notwithstanding any inspection or testing at Supplier’s premises or any prior payment for such Products or Services. Buyer may reject any or all of the Work which does not conform to the applicable requirements within 30 business days of Supplier’s delivery of the Work. At Buyer’s option, Buyer may (i) return the nonconforming Work to Supplier for a full refund or credit, (ii) require Supplier to replace the non-conforming Work, or (iii) repair the non-conforming Work so that it meets the requirements and charge Supplier for any costs and expenses incurred in connection therewith, including Buyer’s employee labor costs. As an alternative to (i) through (iii), Buyer may accept the non-conforming Work conditioned on Supplier providing a refund or credit in an amount Buyer reasonably determines to represent the diminished value of the non-conforming Work. Buyer’s payment to Supplier for Work prior to Buyer’s timely rejection of such Work as nonconforming will not be deemed as acceptance by Buyer.

7. CHANGES: 7.1 As used in this Section 7, “Change” means a change Buyer directs or causes within the general scope of this Agreement, the applicable SOW, or both. 7.2 Buyer, by written order (“Change Order”), may make Changes to any purchase order in accordance with this Section 7.  7.3 If Supplier asserts that Buyer has directed or caused a material Change to the cost of or time for performance for which Buyer has not issued a Change Order, Supplier will promptly notify Buyer in writing of the Change, providing (i) a description of the action or inaction asserted to have caused the Change, (ii) an estimate of the equitable adjustment that would be required for Supplier to perform the Changed Work, and (iii) a date no less than 30 days from the date of notice by which Buyer must respond to Supplier’s notice so that Supplier may proceed with the Work. Buyer will evaluate Supplier’s notice of Change in good faith, and if Buyer agrees that it has made a constructive change, Buyer will issue a Change Order to Supplier.  7.4 Supplier shall, within ten (10) days after giving notice of the Change or if necessary after receiving a Change Order which materially modifies Supplier’s responsibilities under an SOW, submit a request for equitable adjustment specifying the adjustment in the price or time for performance resulting from the Change.  7.5 The parties shall negotiate in good faith to amend the applicable SOW to incorporate a Change Order providing for an equitable adjustment to the price, time for performance, or both.  In the event the parties are unable to agree on the terms and conditions to amend the SOW, its original terms and conditions shall remain in full force and effect.

8. REPRESENTATIONS AND WARRANTIES: 8.1 Supplier represents and warrants that: (i) it has the full power to enter into the Purchase Order and to perform its obligations under the Purchase Order; (ii) it has the right and unrestricted ability to assign the Work to Buyer including, without limitation, the right to assign any Work performed by Supplier Personnel and Subcontractors; (iii) the Work, and Buyer’s use of the Work, do not and will not infringe upon any third party’s Intellectual Property Rights, right of publicity or privacy, or any other proprietary rights, whether contractual, statutory, or common law; (iv) Supplier will not disclose to Buyer, bring onto Buyer’s premises, or induce Buyer to use any confidential or proprietary information that belongs to anyone other than Buyer or Supplier which is not covered by a non-disclosure agreement between Buyer and Supplier; (v) software supplied by Supplier does not contain any Harmful Code; (vi) Supplier has the necessary right, title, and interest to provide said Products and Services to Buyer, and the Products will be free of liens and encumbrances; (iii) Products are new, and of the grade and quality specified; (vii)  Products and Services are free from defects in workmanship and material, conform to all samples, models, drawings, descriptions, and specifications furnished to or provided by Supplier and to any other agreed-to specifications; (viii) Products shall conform to the manufacturing quality provisions set forth in the Purchase Order, if any; and (ix)  Services provided shall be performed in accordance with good workmanlike standards and shall meet the descriptions, specifications, and performance standards provided on the Purchase Order.  8.2  If Supplier breaches any of the foregoing warranties, or Products or Services are otherwise defective or non-conforming, during a period of two (2) years after Buyer’s acceptance of Products or Services, Supplier shall, at Buyer’s option, promptly repair or replace such Products and Services and, if repair or replacement is not possible, Supplier shall pay to Buyer rework expenses and incremental costs incurred by Buyer to procure alternative Products and/or Services to fulfill the applicable Purchase Order. Supplier shall bear the cost of shipping and shall bear the risk of loss of all defective or non-conforming Products while in transit. 8.3 Buyer warrants and represents to Supplier that it has the full power to enter into the Purchase Order and to perform its obligations under the Purchase Order.

9. ASSIGNMENT AND SUBCONTRACTING: 9.1 Supplier may not assign any of its rights or delegate any of its obligations under the Purchase Order without Buyer’s prior written consent, which Buyer will not unreasonably withhold. Buyer may, at its option, void any attempted assignment or delegation undertaken without Buyer’s prior written consent. 9.2 Supplier may not subcontract any of its rights or obligations under the Purchase Order without Buyer’s prior written consent. If Buyer consents to the use of a Subcontractor, Supplier will: (i) guarantee and will remain liable for the performance of all subcontracted obligations; (ii) indemnify Buyer for all damages and costs of any kind, including reasonable attorneys’ fees and costs at all pre-trial, trial and appellate levels, subject to the limitations in Section 12 (Indemnification), incurred by Buyer or any third party and caused by the acts and omissions of Supplier’s Subcontractors; and (iii) make all payments to its Subcontractors. If Supplier fails to timely pay a Subcontractor for work performed, Buyer will have the right, but not the obligation, to pay the Subcontractor and offset any amount due to Supplier by any amount paid to the Subcontractor. Supplier will defend, indemnify, and hold Buyer harmless for all damages and costs of any kind, without limitation, incurred by Buyer and caused by Supplier’s failure to pay a Subcontractor. 9.3 To the extent allowed by applicable law, no person who is not a party to a Purchase Order shall be entitled to enforce or take the benefit of any of its terms whether as a result of applicable legislation, custom or otherwise.

10. TERM AND TERMINATION: 10.1 The Purchase Order will remain in effect with respect to any SOW already issued prior to expiration of the term of the Purchase Order until such SOW is either terminated or the Work is completed and accepted. 10.2 Buyer may terminate this Purchase Order, any SOW, or both at any time, for no reason or for any reason, upon 30 days written notice to Supplier. Upon receipt of notice of such termination, Supplier will immediately stop Work, inform Buyer of the extent to which it has completed performance as of the date of the notice, and Supplier will collect and deliver to Buyer whatever Work then exists and upon Buyer’s request, return all materials provided to Supplier by Buyer under this Agreement. Buyer will pay Supplier for all Work performed and accepted through the effective date of the termination, provided that Buyer will not be obligated to pay any more than the payment that would have become due had Supplier completed and Buyer had accepted the Work. Buyer will have no further payment obligation in connection with any termination.  10.3 Either party may terminate the Purchase Order, any SOW or both, immediately by delivering written notice to the other party upon the occurrence of any of the following events: (i) a receiver is appointed for either party or its property; (ii) either makes a general assignment for the benefit of its creditors; (iii) either party commences, or has commenced against it, proceedings under any bankruptcy, insolvency, or debtor’s relief law, if such proceedings are not dismissed within 60 days; or (iv) either party is liquidating, dissolving, or ceasing to do business in the ordinary course.  10.4 Buyer may immediately terminate the Purchase Order upon written notice to Supplier if there is a change in ownership representing 20 percent or more of the equity ownership of Supplier.  10.5 Either party may terminate this Purchase Order, any SOW or both, immediately by delivering written notice to the other party for any material breach not cured within 30 days of receipt of notice of the breach. Buyer shall have no further payment obligation to Supplier under any terminated SOW if Buyer terminates the SOW under this Section 10.5. 10.6 Any obligations or duties which, by their nature, extend beyond the expiration or termination of the Purchase Order shall survive the expiration or termination of the Purchase Order; however, and notwithstanding anything container herein to the contrary, Supplier shall not be compensated in any way for any work done or costs incurred after receipt of Buyer’s notice.  10.7  Prior to finalizing any payment obligation under this Section, Buyer may, upon reasonable notice,  inspect Supplier’s work in process and review relevant documents related to the terminated Purchase Order.  Buyer shall share the results of any such inspection or audit with Supplier and allow an opportunity for response and clarification before final settlement.

11. CONFIDENTIAL INFORMATION AND PUBLICITY: 11.1 Either party may have or may be provided access to the other’s confidential information and materials. “Confidential information and materials” is defined as any information or materials disclosed by a party orally, in writing, electronically or through observation and including:  (a)  all information concerning the disclosing party’s and its affiliates’, and their customers’, suppliers’, and other third parties’ past, present, and future business affairs including, without limitation, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales, and other commercial strategies;  (b)  the disclosing party’s unpatented inventions, ideas, methods, and discoveries, trade secrets, know-how, unpublished patent applications, and other confidential intellectual property;  (c)  all designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing;  (d)  any third-party confidential information included with, or incorporated in, any information provided by the disclosing party to the receiving party or its representatives; (e) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials prepared by or for the receiving party or its representatives that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing; and (f) the existence, terms and conditions of this Agreement and any other information which a reasonable person would understand to be confidential in nature.  Additionally, Supplier may be engaged to develop new information for Buyer, or may develop such information during the performance of Services or production of Products, which information will become, upon creation, Buyer’s confidential information unless otherwise agreed in writing. The receiving party shall treat the disclosing party’s confidential information with at least the same degree of care and protection as it treats its own confidential information, but in no event less than a reasonable degree of care and shall hold the disclosing party’s confidential information in the strictest confidence and shall not use, or permit to be accessed or used, such Confidential Information for any purpose other than for completing its obligations under this Agreement; provided, however, that the receiving party may, solely in connection with its obligations under this Agreement, disclose such confidential information on a need-to-know basis to those of its representatives that the receiving party requires in order to fulfil its obligations who will be bound by the terms of this Agreement to the same extent as if they were parties hereto. Representatives” shall include, with respect to a party, the members, partners, managers, principals, directors, shareholders, officers, employees, consultants, agents, affiliates and advisors of such Party (including such party’s advisors, attorneys, and accountants), and, as applicable, those of its subsidiaries, affiliates or divisions. The receiving party shall be responsible for any breach of this section by any of its representatives  The disclosing party remains the sole and exclusive owner of all of its confidential information, no right, license or entitlement thereto is granted hereunder and except as may be expressly granted in writing by the disclosing party, the receiving party shall not otherwise use, copy, disclose, sell or license the disclosing party’s confidential information, and the receiving party hereby waives any right to use the disclosing party’s confidential information to obtain licenses or to obtain or apply for any present or future patent based in whole or in part on such confidential information.  The receiving party shall immediately notify disclosing party in the event of any unauthorized use or disclosure of the confidential information of the disclosing party.  At a minimum each party agrees to maintain such information in confidence, to limit internal disclosure to a need to know basis, and to take all reasonable precautions to prevent unauthorized disclosure to third parties, unless  and until the information becomes rightfully available to the public through no fault of the non-disclosing party. Supplier’s employees who access Buyer’s facilities may be required to sign a separate access agreement prior to admittance to Buyer’s facilities.  Supplier shall not use any of the confidential information created for Buyer other than for Buyer. .11.2 The parties agree that neither will disclose confidential information to any third party without the specific, written consent of the other and will only use confidential information for purposes of complying with its obligations hereunder. If disclosure of confidential information is required by applicable law, rule, or regulation, or is compelled by a court or governmental agency, authority, or body, the party compelled to make disclosure, if legally permissible, shall inform the other party at least ten (10) business days in advance of the disclosure and allow the other party a reasonable opportunity to review and comment upon the disclosure, and request confidential treatment or a protective order pertaining thereto, prior to making such disclosure. Neither party may use the other party’s name or trademarks in any type of advertisement materials, web sites, press releases, interviews, articles, brochures, business cards, project reference or client listings, without the other’s written consent. Upon written request of the disclosing party at any time during the term or upon termination or expiration of this Agreement, the receiving party shall, at its own cost and expense, promptly return such confidential information to the disclosing party or destroy all copies thereof and certify in writing to the disclosing party that such confidential information has been returned or destroyed; provided, however, that the receiving party may retain one (1) copy that is stored on the receiving party’s IT backup and disaster recovery systems in secured storage for record-keeping purposes only until the ordinary course deletion thereof. The receiving party shall continue to be bound by the terms and conditions of this Agreement with respect to such confidential information. Each party agrees that neither party will disclose confidential information that is technology subject to export control laws pursuant to the U.S. Export Administration Regulations under the regulatory jurisdiction of the U.S. Department of Commerce, as amended, or any other any foreign equivalents thereof, as applicable, or the International Traffic in Arms Regulations under the regulatory administration of the U.S. Department of State, as amended, or any foreign equivalents thereof, or that requires a specific license from a government  agency before such technology can be legally transferred outside the United States or disclosed in the United States to nationals of restricted countries.   Each party acknowledges and agrees that its obligations hereunder are necessary and reasonable in order to protect the other party and its business, and expressly agrees that monetary damages would be inadequate to compensate the other party for any breach or threatened breach by either party of any covenants and agreements set forth herein. Accordingly, each party agrees and acknowledges that any such breach or threatened breach will cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the other party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages, and the parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim. The prevailing party shall be entitled to its reasonable attorneys’ fees and costs at all pre-trial, trial and appellate levels.

11.3.  The obligations stated in this Section shall survive the completion of all obligations under the Purchase Order.

12. INDEMNIFICATION: 12.1 As used in this Section 12, a “Claim” is any claim, demand, loss, damage, liability, cost, or expense (including professional fees and costs as incurred and at all pre-trial, trial and appellate levels) for which one party (the “Indemnifying Party”) may be obligated to defend, indemnify, and hold the other party (the “Indemnified Party”) harmless. 12.2 Supplier shall defend, indemnify, and hold Buyer harmless from and against any and all Claims as incurred, arising out of or in connection with any (i) act or omission of Supplier (including its Subcontractors) in the performance of the Work and any default under the Purchase Order or breach of any term herein; or (ii) any infringement of a third party’s Intellectual Property Rights or any other rights. 12.3 Each party will indemnify and hold the other party harmless from and against any and all Claims, as incurred, arising out of any negligent or willful acts or omissions of the Indemnifying Party, including but not limited to Claims concerning personal injury (including death) or damage to tangible property. 12.4 The Indemnified Party will provide the Indemnifying Party with prompt written notice of the Claim and permit the Indemnifying Party to control the defense, settlement, adjustment, or compromise of any Claim. The Indemnified Party may employ counsel at its own expense to assist it with respect to any Claim. The Indemnified Party will have no authority to settle any Claim on the Indemnified Party’s behalf. 12.5 If a third party enjoins, attempts to enjoin  or otherwise interferes with Buyer’s use of any Work, then in addition to Supplier’s obligations under Section 12.2, Supplier will (i) obtain any licenses or otherwise procure the rights necessary to permit Buyer to continue to use the Work, (ii) replace or modify the Work as necessary to permit Buyer to continue to use of the Work, or if (i) and (ii) are not commercially reasonable, then (iii) promptly refund to Buyer the amount paid for any Work for which a third party enjoins or interferes with Buyer’s use of the Work. 12.7.  Nothing in this Section shall limit any other remedy of the parties.

13. LIABILITY: 13.1 NOTWITHSTANDING ANYTHING ELSE IN THE PURCHASE ORDER OR OTHERWISE, BUYER WILL NOT BE LIABLE TO SUPPLIER WITH RESPECT TO THE SUBJECT MATTER OF THE PURCHASE ORDER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS IN THE AMOUNT BUYER PAID TO SUPPLIER IN THE SIX MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO SUCH LIABILITY. 13.2 IN NO EVENT WILL BUYER BE LIABLE TO SUPPLIER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THE PURCHASE ORDER, WHETHER OR NOT BUYER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 13.3 THE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. NOTHING IN THE PURCHASE ORDER LIMITS EITHER PARTY’S LIABILITY FOR BODILY INJURY OF A PERSON, DEATH, OR PHYSICAL DAMAGE TO PROPERTY OR ANY LIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

14. INSURANCE: Supplier will secure and maintain insurance providing coverage for liabilities to third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect Buyer in the event of such injury or damage, and will be in compliance with any and all laws, regulations, or orders addressing the liabilities of an employer to its employees for injuries and disease suffered in connection with employment. Supplier further will maintain such additional types and limits of insurance as is customary for a company of similar size and similar operations to Supplier in the jurisdiction or jurisdictions in which Supplier’s operations take place.

15. COMPLIANCE WITH LAWS: Supplier represents and warrants that it will comply with all applicable local and national laws and regulations pertaining to its performance of its obligations under this Purchase Order. In particular and without limitation, Supplier will comply with the export control regulations described above. Supplier shall not act in any fashion or take any action that will render Buyer liable for a violation of any applicable anti-bribery legislation (including without limitation, the U.S. Foreign Corrupt Practices Act), Without limiting the foregoing, to the extent that Supplier is a US federal contractor or covered subcontractor as contemplated in accordance with the applicable laws and regulations, then Supplier agrees that this Purchase Order will be subject to the requirements of 41 CFR 60-1.4 and 29 CFR part 471, Appendix A to Subpart A, and the requirements of 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a), which are incorporated herein by reference. The latter two regulations prohibit discrimination against qualified individuals on the basis of protected veteran status and disability and require affirmative action to employ and advance in employment protected veterans and qualified individuals with disabilities. Supplier’s failure to comply with this provision shall constitute a material breach of this Purchase Order.  

16. GOVERNING LAW: The Purchase Order will be construed in accordance with, and all disputes will be governed by, the laws of the State of Florida, without regard to its conflict of laws rules. The parties specifically waive application of the UN Convention on Contracts for the International Sale of Goods. Supplier irrevocably consents to the non-exclusive personal jurisdiction of the state and federal courts in and for Volusia County, Florida, and irrevocably waives any claim it may have that any proceedings brought in such courts have been brought in an inconvenient forum.

17. GENERAL: 17.1 Any notice to be given under the Purchase Order will be in writing and addressed to the party at the address stated in the front of the Purchase Order. Notices will be deemed given and effective (i) if personally delivered, upon delivery; (ii) if sent by an overnight service with tracking capabilities, upon receipt; or (iii) if sent by electronic mail, at such time as the party which sent the notice receives confirmation of receipt by the applicable method of transmittal. 17.2 If there is a conflict between or among the Purchase Order and any documents attached to and incorporated by reference, the conflict will be resolved as follows: (i) a conflict between the terms of the Purchase Order and those set forth in an exhibit or hyperlink will be resolved in favor of the Purchase Order; (ii) a conflict between the terms of the Purchase Order and those set forth in an SOW will be resolved in favor of the SOW; and (iii) a  conflict between the terms of an exhibit or hyperlink and those set forth in an SOW will be resolved in favor of the SOW.  17.3 If any court of competent jurisdiction holds that any provision of the Purchase Order is illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of the Purchase Order will not be affected or impaired, and all remaining terms of this Purchase Order remain in full force and effect, provided that this provision shall not be applied to defeat the intent of the parties. 17.4 A party’s election not to insist on strict performance of any requirement of the Purchase Order will not operate or be construed to waive any future omission or breach, or any other provision of the Purchase Order. 17.5  Supplier is an independent contractor, and its personnel and other representatives shall not act as nor be agents or employees of Buyer. As an independent contractor, Supplier will be solely responsible for determining the means and methods for performing Services and producing Products. Supplier shall have complete charge and responsibility for personnel employed by Supplier.  Nothing in this Agreement shall be interpreted as creating an exclusive relationship between the Parties for the supply of goods and/or services.  17.6  This Agreement contains the entire understanding between Buyer and Supplier with respect to the subject matter hereof and merges and supersedes all prior and contemporaneous agreements, dealings and negotiations. No modification, alteration, or amendment shall be effective unless made in writing, dated and signed by duly authorized representatives of both parties.  Buyer’s rights and remedies herein are in addition to any other rights and remedies provided by law or in equity.