PURCHASE ORDER TERMS AND CONDITIONS
FOR THE SUPPLY OF GOODS AND SERVICES

In these Purchase Order Terms and Conditions for the Supply of Goods and Services (Conditions), capitalized terms are as defined where first used or otherwise in clause 23.

1. Basis of Contract

1.1 The purchase order (Order) accompanying these Conditions constitutes an offer by Defense Systems Redeployment Group LLC (Company) to purchase Goods and/or Services from the supplier named thereon (Supplier) subject to and in accordance with these Conditions and any specific terms set out in the Order. In the event of any conflict between the Conditions and a specific term set out in the Order, a specific term shall take precedence over these Conditions.

1.2 The Order shall be deemed to be accepted by means of returning a copy (including the attachments) thereof, duly signed by the Supplier within fifteen (15) calendar days from issue thereof by the Company at which point, and on which date a contract (the Contract) shall come into existence. If acceptance is not received within that period, the Company reserves the right, at its sole discretion, to reject any late acceptance received from the Supplier and cancel the Order or affirm in writing such late acceptance as valid and effective. Orders issued by an agreed electronic method shall be deemed received on the date sent.

1.3 These Conditions apply to the Contract and exclude any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.4 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

2. Supply of Goods

2.1 The Supplier shall ensure that the Goods:

(a) correspond with their description and conform with the Goods Specification;

(b) are of satisfactory quality safe for the final product and fit for any purpose held out by the Supplier or made known to the Supplier by the Company, expressly or by implication, and in this respect the Company relies on the Supplier's skill and judgment;

(c) are free from defects in design, materials and workmanship, and free from hazards and risks for the final product;

(d) comply with all applicable statutory and regulatory requirements and international carriage codes relating to the manufacture, labeling (including CE marking), packaging, storage, handling and delivery, by whatever means, of the Goods. Where the Goods are, or incorporate, dangerous goods or chemicals the Supplier shall (i) diligently comply with all applicable federal laws of the United States of America concerning Hazardous Materials (HAZMAT); (ii) diligently comply with its obligations hereunder; and (iii) promptly provide and all material safety data sheets to the Company; (e) are free of counterfeit, second hand and/or replica parts.

2.2 Save for any latent defects, the Company shall only be able to bring a claim for any defects in materials and workmanship before the expiry of the latter of: (i) twenty four (24) months from the date of delivery to the Company; (ii) twelve (12) months from acceptance of the Goods by the Company’s customer (if applicable); and (iii) any other period stated in the Order.

2.3 Supplier shall always ensure that it has and maintains all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.

3. Delivery of Goods

3.1 The Supplier shall ensure that:

(a) the Goods are properly classified, labeled and packaged in compliance with the Order and any modification or amendment to it and secured in such manner as to enable them to reach their destination in good condition. Any packaging materials or their return to the Supplier shall be at the cost and risk of the Supplier; and

(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)) and special storage instructions (if any), together with a Certificate of Conformance.

3.2 The Supplier shall deliver the Goods strictly in accordance with the Goods Specification on the date specified in the Order (or, if no such date is specified, then within 30 days of the date of the Order), and, unless otherwise instructed by the Company, during the Company's normal hours of business on a Business Day. Incoterms are clearly defined on each order and delivery shall be IAW Incoterms (ed. 2020). The Company is entitled to defer the delivery of any Goods without incurring further charges. Deliveries prior to the date specified in the Order are not permitted.

3.3 The Supplier shall deliver the quantity of Goods ordered strictly in accordance with the Order, failing which the Company may reject the Goods and any rejected Goods shall be returned at the Supplier's risk and expense.

3.4 Title and risk in the Goods shall pass to the Company on completion of delivery in accordance with the requirements of the Contract.

4. Supply of Services

4.1 The Supplier shall, at its own risk, for the duration of this Contract provide the Services to the Company in accordance with the terms of the Contract.

4.2 The Supplier shall meet any performance dates for the Services specified in the Order or notified to the Supplier by the Company, save that the Company is entitled to defer the performance of any Services without incurring further charges.

4.3 In providing the Services, the Supplier shall:

(a) cooperate with the Company in all matters relating to the Services, and comply (at no additional cost) with all reasonable instructions of the Company;

(b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;

(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract;

(d) ensure that the Services and Deliverables conform with the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Company;

(e) save as agreed with the Company in writing, provide all equipment, tools and vehicles and such other items as are required to provide the Services;

(f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Company, will be free from defects in workmanship, installation and design, and free from hazards and risks for the final product;

(g) obtain and at all times maintain all necessary licenses and consents, and comply with all applicable laws and regulations; and

(h) not do or omit to do anything which will or may cause the Company to lose any license, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Company may rely or act on the Services.

5. Obsolescence The Supplier must notify the Company in writing without delay of any actual or potential obsolescence issues that it identifies from time to time, such notice to include complete and accurate details of: (a) the obsolescence issue identified; (b) its impact on the performance of the Contract; and (c) any actions that could be taken in mitigation (including the cost of such actions). All relevant non-recurring and extra-recurring costs, if any, resulting from obsolescence issues during the performance by the Supplier of the Contract shall be fully borne by the Supplier.

6. Working at Supplier’s or Company’s Premises

6.1 The Supplier accepts (and shall procure) that any work carried out by or on behalf of the Supplier at the Company’s (or its Customer’s) premises and any visit by any of the Supplier’s employees, agents and sub-contractors to the Company’s (or its Customer’s) premises shall: (a) be subject to the Company’s general conditions of work on site which will be provided; (b) comply with all relevant legislation, including the Health & Safety at Work Act 1974, the Management of Health & Safety at Work Regulations 1999, the Environmental Protection Act 1990 and any modifications or amendments to such legislation; and (c) meet their regulatory obligations regarding environmental compliance.

6.2 The obligations under Clause 6.1(b) and (c) shall also apply to the Supplier’s premises (or any premises at which the Supplier operates and its subcontractor’s premises) in respect of work carried out for or on behalf of the Company.

6.3 The Supplier shall allow the Company's authorized representatives, the Company’s customers and/or regulatory authorities at any reasonable time to have access to the Supplier's premises (or to arrange access to other relevant premises) and to all relevant technical information for the purpose of auditing all aspects of the Supplier’s performance of (and compliance with) a Contract, including inspecting and testing the Goods and/or the performance of the Services, but any such inspection or testing shall not constitute acceptance of the Goods and/or Services by the Company.

7. Company Materials In supplying the Goods and/or Services, the Supplier shall hold all equipment or items of whatever kind including but not limited to raw materials, samples, jigs, tooling, drawings, patterns, specifications and/or data supplied by the Company to the Supplier in connection with the Contract (Company Materials) in safe custody at its own risk, adequately insure the Company Materials with a reputable insurer to its replacement value, maintain the Company Materials in good condition and in accordance with any instructions or manuals provided or identified to the Supplier by the Company (fair wear and tear excepted), clearly mark the Company Materials as the property of the Company (including any Company issued tooling number as applicable), not dispose or use the Company Materials other than in accordance with the Company's written instructions or authorization and, at the Company’s written request, return the Company Materials at the Supplier’s risk and expense. The Supplier shall indemnify the Company against all loss of or damage to any Company Materials which occurs while it is in the Supplier’s possession, custody or control. The Company may at any time on request have the right to inspect any Company Materials. All Company Materials are the exclusive property of the Company.

8. Company Remedies

8.1 If the Supplier is in breach of any terms of the Contract, the Company shall, without limiting its other rights or remedies, have one or more of the following rights:

(a) to terminate the Contract in accordance with clause 16;

(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods;

(c) to recover from the Supplier any costs incurred by the Company in obtaining substitute goods and/or services from a third party;

(d) to have refunded all sums where the Company has paid in advance for Goods and/or Services that have not been delivered by the Supplier;

(e) to claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's breach;

(f) at the Company’s option, to require the Supplier to repair or replace any rejected Goods within 30 days of notification, or to provide a full refund of the price of the rejected Goods (to the extent paid); and

(g) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s risk and expense.

8.2 If any Goods and/or Services are not delivered by the applicable date, the Company may, at its option, claim or deduct from any sums payable 2 per cent. of the total price, in aggregate, of the Goods and/or Services: (i) not delivered on the correct date; and (ii) which have been delivered but that cannot be used by the Company for the purpose for which they were ordered as a result of the delay, for each week's delay in delivery by way of liquidated damages, up to a maximum of 14 per cent. The right of the Company to claim liquidated damages is in addition to any remedy available to it pursuant to clause 8.1. The Company shall not claim liquidated damages unless the delay exceeds seven (7) calendar days, in which case the Company is entitled to claim damages from the date the Goods and/or Services were due to be delivered.

8.3 The Company may withhold any payments agreed under the Contract if the Supplier has breached the Contract until such time as the breach is remedied to the Company’s reasonable satisfaction.

8.4 These Conditions shall extend to any substituted or remedial services and/or repaired, or replacement goods supplied by the Supplier save that for repairs only the unexpired part of the periods in clause 2.2 shall apply.

8.5 The Company's rights under this Contract are in addition to its rights and remedies implied by law.

9. Company's obligations The Company shall provide the Supplier with reasonable access at reasonable times to the Company's (or its Customer’s) premises for the purpose of providing the Services and provide such information as the Supplier may reasonably request for the provision of the Services and the Company considers reasonably necessary for the purpose of providing the Services.

10. Charges and Payment

10.1 The price for the Goods and/or the charges for the Services (deemed to include every cost and expense directly or indirectly incurred by the Supplier in connection thereto) shall be the amount set out in the Order, exclusive of sales tax. No extra charges shall be effective unless agreed in writing and signed by the Company.

10.2 In respect of Goods, save as otherwise agreed, the Supplier shall invoice the Company on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Company on completion of the Services. Each invoice shall include such supporting information (i.e. shipping documents for Goods and a certificate of acceptance for Services) required by the Company to verify the accuracy of the invoice, including but not limited to the relevant Order number.

10.3 In consideration of the supply of Goods and/or Services by the Supplier strictly in accordance with the Order, the Company shall pay the invoiced amounts in accordance to the payment terms within the date of receipt of a valid and correct invoice to a bank account nominated in writing by the Supplier.

10.4 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in its performance of the Contract which the Supplier shall allow the Company and its relevant customer to inspect. The Supplier consents to the Company disclosing copies of all Orders and Supplier invoices to the Company’s customer where required by law and the Supplier shall ensure that this right is procured from its suppliers in connection with the Contract.

10.5 The Company may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Company against any liability of the Company to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. 10.6 For any disputed matters, payment obligations shall be suspended in connection thereto until the matter is finally resolved.

11. Intellectual Property Rights

11.1 In respect of the Goods and any goods that are transferred to the Company as part of the Services under this Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to the Company, it has full and unrestricted rights to sell and transfer all such items to the Company and its onward supply to (and use by) third parties.

11.2 The Supplier assigns to the Company, with full title guarantee and free from all third-party rights, all Intellectual Property Rights developed in connection with the Goods and/or Services.

11.3 The Supplier shall, promptly at the Company's request, do (or procure to be done) all such further acts and things, provide or procure any necessary information and/or know how to the Company and execute all such other documents for the purpose of securing for the Company the full benefit of the Contract, including without limitation all right, title and interest in and to the Intellectual Property Rights assigned to the Company in accordance with clause 11.2.

12. Indemnity The Supplier shall keep the Company indemnified against all liabilities, costs, expenses, damages and losses suffered or incurred by the Company as a result of or in connection with any claim made against the Company: (a) for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services, but only to the extent that the claim is not attributable to acts or omissions of the Company; (b) by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and (c) by a third party arising out of or in connection with the supply of the Goods or the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

13. Insurance During the term of the Contract and for a period of three years thereafter, the Supplier shall maintain in force, with a reputable insurance company a public liability insurance and a product liability insurance for an amount adequate to cover any liabilities that may arise under or in connection with the Contract, and shall, on the Company's request, produce the insurance certificate.

14. Confidentiality

14.1 The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to it by the Company, its employees, agents or subcontractors, and any other confidential information concerning the Company's business, its products and services which the Supplier may obtain. The Supplier shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Supplier's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Supplier may also disclose such of the Company's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction, provided that the Supplier notifies the Company in advance of any such disclosure where it is lawful to do so and provided that the Supplier shall not release the same to any third party unless it receives prior written assurances that it will be treated in confidence. The Supplier shall immediately return all confidential information to the Company on request.

14.2 The Supplier shall not publicize or otherwise disclose this Contract or any of its terms to any party without the prior written approval of the Company.

15. Export Licenses and Consents

5.1 The Supplier shall obtain, at its own cost, all such export licenses and other consents in connection with any Goods and/or Services as are required from time to time prior to the dispatch of the relevant shipment or provision of the relevant Services (as applicable) and shall promptly provide copies of the same to the Company on receipt thereof together with accurate and complete details of: (i) all authorized third parties (to include the end user) and their role; (ii) the Goods and/or Services, part or item export classification number; (iii) the country of origin; (iv) the country of manufacture; (v) export license number; and (vi) export license date of issue. The Company may withhold all further payments under this Order until the Supplier has fully complied with its obligations under this clause 15.1.

15.2 Should the Supplier not be able to deliver the Goods and/or Services on the agreed delivery date as a result of non-availability of any export licenses and/or consents the Supplier shall use its best efforts to secure the required export licenses and/or consents without further delay and shall indemnify the Company against all liabilities, costs, expenses, damages and losses suffered or incurred by the Company arising out of or in connection with such delays save where such failure and/or delay is beyond the reasonable control of the Supplier.

15.3 RECIPROCAL WAIVER OF CLAIMS & QUALIFIED ANTI-TERRORISM TECHNOLOGY. If this Contract involves the manufacture, sale, use, or operation of a Qualified Anti-Terrorism Technology(ies) and Seller is either Buyer’s (i) contractor, (ii) subcontractor, (iii) supplier, or (iv) vendor of or for such technologies, then pursuant to 6 U.S.C. §443(b) of the SAFETY Act and 6 C.F.R. §25.5(e), the Parties agree to a Reciprocal Waiver of Claims and each Party shall be responsible for Losses, including business interruption losses, that such Party sustains (and for Losses that its employees sustain) resulting from an activity resulting from an Act of Terrorism when the Qualified Anti-Terrorism Technology(ies) has been deployed in defense against or response to or recovery from such Act of Terrorism. “Act of Terrorism,” “Loss,” “Qualified Anti-Terrorism Technology,” and “Reciprocal Waiver of Claims,” are defined in 6 U.S.C.§§443-444.

16. Termination

16.1 Without limiting its other rights or remedies, the Company may terminate the Contract in whole or in part at any time with immediate effect by giving written notice to the Supplier, whereupon the Supplier shall discontinue all work on the Contract so terminated and shall immediately repay to the Company any advance payment(s) paid by the Company to the Supplier relating to the Contract (or part thereof) so terminated.

16.2 Subject to clause 16.3, the Company shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination and/or for any Services already performed, but such compensation shall not include loss of anticipated profits or any consequential loss. The Supplier agrees to accept such sum in full and final satisfaction of all claims arising out of such termination and it shall use its best efforts to minimize the direct loss arising from such termination. In no case will the amount payable by the Company for the terminated work exceed the price that would have been payable if that work had been completed. The Company reserves the right to recover any completed part of the Goods and/or Services and any relevant documentation related thereto.

16.3 The provisions of clause 16.2 shall not apply where the Company has terminated the contract for any of the following reasons:

(a) the Supplier commits a breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fifteen (15) days of receipt of notice in writing to do so;

(b) the Supplier is unable to pay its debts as they fall due or is deemed unable to pay its debts under the Insolvency Act 1986;

(c) the Supplier makes a proposal for or enters into any compromise or arrangement with its creditors or it enters into liquidation or it suffers the appointment of an administrator or receiver;

(d) the Supplier (being a company) is subject to a winding up petition or (being an individual) is the subject of a bankruptcy petition or order;

(e) the Supplier suspends or ceases, or threatens to suspend, or cease, to carry on all or a substantial part of its business, and in such circumstances the Company shall have the right to recover any costs, charges, or expenses incurred, including those sustained to procure the Goods and/or Services elsewhere in addition to any further damages or losses that the Company may suffer as a consequence of such termination.

16.4 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as of the date of termination.

16.5 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect, including but not limited to clause 12 (Indemnity) and clause 14 (Confidentiality).

16.6 On termination of the Contract for any reason, the Supplier shall deliver to the Company immediately upon request all Deliverables whether or not then complete and return all Company Materials. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

17. Ethical Conduct and Anti-Bribery Compliance

17.1 The Supplier shall: (a) not act in contrast with the Company’s Code of Ethics and Anti-Corruption Code; (b) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Foreign Corrupt Practicing Act (FCPA); (c) promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the Contract.

17.2 The Supplier shall ensure that any person associated with it who is performing services or providing goods in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 17.

17.3 The Company shall be entitled to suspend a Contract where it reasonably suspects a breach of clause 17 until the matter is resolved to the Company’s satisfaction.

18. Offset Obligations At the Company’s request, the Supplier shall use commercially reasonable efforts to support the Company in fulfilling its Offset Obligations and shall grant to the Company the full benefit of all applicable offset credit in relation with the Order.

19. Compliance with Laws and Rules In its performance of the Contract the Supplier shall comply with: (a) all applicable laws and regulations including, but not limited to, the Relevant Regulations as may apply. The obligation contained in this clause 19 is in addition to all other Conditions requiring the Supplier to comply with all applicable laws; and (b) the Company’s Quality Requirements for Suppliers may be in force from time to time.

20. General

20.1 The Company may but the Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed in the case of a subcontract proposed by the Supplier that is deemed to be necessary to the fulfilment of the Order.

20.2 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service or commercial courier. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this clause 20.2 above; if sent by pre-paid first class post or other next working day delivery service, on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

20.3 If any clause or portion thereof of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant clause or portion thereof shall be deemed deleted. Any modification to or deletion of a clause or portion thereof under this clause shall not affect the validity and enforceability of the rest of the Contract.

20.4 A reference to a statute or regulation in the Contract is a reference to such statute or regulation as amended or re-enacted. A reference to a statute or regulation includes any subordinate legislation made under that statute or regulation, as amended or re-enacted.

20.5 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20.6 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

20.7 A person who is not a party to the Contract shall not have any rights to enforce its terms.

20.8 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Company.

21. Governing Law and Jurisdiction The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of state of New York, without regard to New York’s conflicts of laws principals, and each party irrevocably submits to the exclusive jurisdiction of the state and federal courts of the state of New York, in the borough of Manhattan.

22. Processing of Personal Data

22.1 The Parties acknowledge that personal data as defined by the Data Protection Act 2018 and the General Data Protection Regulations (hereinafter jointly “Privacy Regulations”) (hereinafter ”Data”) provided to the other including without limitation during the negotiation stage, will be processed for administration-accountability purposes, to comply with legal obligations and for purposes related to proper execution of the Contract, as well as preserved in writing and/or on magnetic, electronic or telematic support.

22.2 Each Party expressly agrees that the other is required to process the Data as described in clause 22.1 for the purposes of performing the Contract and each Party always undertakes to comply with the Privacy Regulations in respect thereof.

22.3 In the event that in the performance of the Contract the Supplier is required to access the Company’s Data, the Supplier (as Processor) undertakes, at Supplier’s own cost, to fully comply with any directive made by the Company (as Controller), and shall at all times act in compliance with the obligations provided for in the Privacy Regulations. The Supplier hereby agrees to indemnify and hold harmless the Company from any breach of the Privacy Regulations by the Supplier or its sub-processors.

22.4 For the avoidance of doubt nothing contained herein shall be held to limit or waiver either Parties’ rights or obligations under the Privacy Regulations.

23. Definitions

Business Day: a day, other than a Saturday, Sunday or public holiday in the United States of America, when banks are open for business.

Certificate of Conformance: a certificate signed on behalf of the Supplier by an appropriately qualified representative confirming that the Goods supplied conform to the Goods Specification.

Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

Goods: the goods (or any part of them or any repairs or replacements thereto) set out in the Order.

Goods Specification: the specification for the Goods, including any related plans and drawings, as set out in the Order.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Offset Obligation: a contractual obligation imposed on the Company that requires the Company to purchase, or facilitate the purchase of, goods and/or services from and/or otherwise invest in a foreign country.

24. Date These Conditions are dated as of October 1, 2024 and shall remain in full force and effect unless expressly superseded by a later version, and any superseded version shall be of no further force or effect.