Terms and Conditions

Offer; Acceptance. Each purchase order (“PO”) issued by Opatik Defense Manufacturing, LLC (“Opatik Defense”) is an offer to the seller or service provider identified on the face of the PO (together with its applicable affiliate(s), “Seller”) for the purchase of the goods (including, without limitation, materials, tooling, equipment, parts, and components) and services specified on the face of the PO (collectively, the “goods” or the “services, as applicable) incorporates and is subject in all respects to these Opatik Defense Manufacturing, LLC Terms and Conditions of Purchase (these “Terms”). In no event shall the PO does constitute Opatik Defense’s acceptance of any offer or proposal made by Seller. A contract is formed when Seller accepts the PO, and the PO, together with these Terms and any other documents expressly incorporated into the PO by Opatik Defense or separately issued by Opatik Defense, become a binding contract between Opatik Defense and Seller. Each PO shall be deemed accepted by Seller upon the shipment of goods or performance of services by Seller, any commencement of work on goods or services by Seller, written acknowledgement (including via email) by Seller, or any other Seller conduct recognizing the existence of a contract. For avoidance of doubt, Seller’s signed acceptance of the PO is not a condition to Seller’s acceptance.

Agreement. If the PO, although intended as an offer to purchase, is held to constitute the acceptance of a prior offer by Seller, then Opatik Defense’s acceptance is strictly conditional on Seller’s agreement to all of the terms and conditions contained in the PO (including, without limitation, these Terms) and the omission or rejection of any additional, contrary or other terms and conditions of Seller. Each accepted PO (including, without limitation, these Terms) supersedes all prior agreements, POs, quotations, proposals, and other communications between the parties regarding the goods and services covered by such PO. Any additional or different terms proposed by Seller, whether in Seller’s quotation, order acknowledgement, invoice or other similar sales document(s), are expressly rejected by and unacceptable to Opatik Defense. Such additional or different terms shall not become part of the PO or constitute a rejection of the PO.

Price and Payment. Except as expressly specified thereon, the price of goods and services specified on the face of the PO is complete, and includes storage, handling, packaging, setup, and all other expenses and charges of Seller, and no surcharges, premiums or other additional charges of any type may be added without Opatik Defense’s express written consent. Except as expressly specified on the face of the PO, prices are not subject to increase and Seller assumes the risk of any event or cause affecting prices, including, without limitation, inflation, volume fluctuations, foreign exchange rates, increases in raw material, labor and other production and supply costs, and any other event which impacts the price or availability of materials, supplies, services and other utilities or labor. Opatik Defense shall not be required to pay any sales, use or other taxes, or late charges, interest or other finance charges, or any similar added charges on any purchase contemplated by the PO. Any partial or full payment by Opatik Defense shall not indicate Opatik Defense’s acceptance of any corresponding goods or services. Payment terms, including discount periods, shall run from the latest of: (i) the scheduled date for delivery or performance; (ii) the actual date of delivery in full of conforming goods and/or performance in full of conforming services; (iii) the date of receipt of Seller’s invoice in acceptable form; (iv) in the case of capital equipment, completion of Opatik Defense’s final inspection and acceptance after installation; and (v) in the case of tooling, approval by Opatik Defense of production pieces produced by the tooling. If payment terms are not listed, the default payment terms are [______]. No charges may be made for shipping, crating or packaging unless expressly specified on the face of the PO. Invoices must show Opatik Defense’s PO number identified on the face of the PO, reference the part numbers and quantity of pieces in the shipment, conform in all respects (including quantity, description, and price) to the PO, and be delivered in a form acceptable to Opatik Defense (including any other information reasonably required by Opatik Defense) promptly after, but not before, delivery of the corresponding goods and services. Opatik Defense reserves the right to return all invoices or related documents submitted incorrectly. Opatik Defense will only pay upon proper invoices complying with the requirements herein and all of the terms of the PO, subject to adjustments, set-offs, discrepancies or other rights of Opatik Defense. Seller represents that the prices charged to Opatik Defense are the lowest prices charged to any customers similarly situated for goods or services of like grade and quality. Regardless of the price specified on the face of the PO, Opatik Defense shall be entitled to the benefit of any price reduction which goes into effect prior to delivery and acceptance by Opatik Defense.

Delivery. Goods shall be delivered F.O.B. Opatik Defense’s facility identified on the face of the PO, except that Opatik Defense may at its option take delivery of all or any part of the goods at Seller’s facility. Time of delivery, quantity and performance under the PO is of the essence, and the delivery or performance date specified on the face of the PO cannot be extended without Opatik Defense’s written approval. Seller agrees to 100% on-time delivery of the quantities and at the times and locations specified on the face of the PO. Shipments shall be routed as directed by Opatik Defense or, if no direction is given, then in the most economical way, and Opatik Defense may charge back transportation charges in excess of the most economical routing.

Quantities, Installment, and Early Deliveries. Opatik Defense is not obligated to accept early deliveries, late deliveries, partial deliveries or excess deliveries, and Opatik Defense shall no obligation to pay for such deliveries except as otherwise provided herein. Unless Opatik Defense agrees otherwise in writing, Seller shall deliver all of the goods in a single delivery and not in installments. Opatik Defense’s acceptance of a delivery containing less than the required quantity shall not relieve Seller of its obligation to deliver the balance of the ordered goods at the price and on the other terms specified in the PO. If Seller delivers the goods before the scheduled delivery date, Opatik Defense may, at its option, accept the goods or, at Seller’s expense and risk, either store them or return them to Seller. Opatik Defense’s acceptance of an early or partial delivery shall not change the payment terms. Without otherwise limiting any legal or equitable remedies available to Opatik Defense, all damages suffered by Opatik Defense and its customers, including, without limitation, costs of expedited or special transportation resulting from late delivery or performance, will be Seller’s responsibility and promptly paid or reimbursed by Seller.

Blanket Order; Volume Forecasts. If the face of the PO states that it is a blanket order, then, except as otherwise expressly stated, (i) Seller is obligated to deliver to or perform for Opatik Defense all goods or services ordered or released by Opatik Defense during the period in accordance with the delivery or performance schedule (if any) specified on the face of the PO, and (ii) Opatik Defense is not obligated to order, release or purchase from Seller any particular quantity or volume of goods or services except for firm releases actually issued by Opatik Defense. Opatik Defense may provide Seller with estimates, forecasts or projections of its future anticipated volume or quantity requirements for goods and services. Seller acknowledges that any such estimates, forecasts or projections are provided for informational purposes only and, like any other forward-looking projections, are based on a number of economic and business factors, variables and assumptions, some or all of which may change over time. Opatik Defense makes no representation or warranty concerning the accuracy or completeness of such estimates, forecasts or projections, each of which are non-binding.

Representations and Warranties About the Goods and/or Services. Seller expressly represents and warrants to Opatik Defense and its successors, assigns, customers, and users of Opatik Defense’s products and services that (i) the goods and services shall be merchantable, of good material, workmanship, and quality, fit and sufficient for the purposes for which they are intended, free from faults and defects in design, materials (including, without limitation, rust or other contamination), and workmanship, (ii) the goods and services shall conform to applicable samples, drawings, specifications, performance criteria standards or other requirements, (iii) be competitive in terms of price, quality, delivery, and technology, (iv) be transferred to Opatik Defense with good title, free of all liens, claims and encumbrances whatsoever, and (v) the goods, their manufacture, transport, distribution, and sale, each service, and any performance by Seller shall comply with all applicable federal, state, and local laws, regulations, and orders, including, without limitation, the Fair Labor Standards Act of 1938 and environmental, occupational safety and health laws and regulations, and with all applicable industry and safety standards, including UL and CE where appropriate, and all applicable domestic and foreign anti-bribery and anti-corruption laws, and other laws governing improper payments, including but not limited to, the requirements of the U.S. Foreign Corrupt Practices Act, and any applicable laws relating to conflict minerals (including, without limitation, tin, tantalum, tungsten or gold). To the extent any goods or services covered by the PO are to be imported into the United States, Seller shall comply with all applicable recommendations or requirements of any governing agency supporting an anti-terrorist initiative including, without limitation, the Customs-Trade Partnership Against Terrorism (C-TPAT), Authorized Economic Operator (AEO), and Partners in Protection (PIP) initiatives. For any hazardous or potentially hazardous substance Seller uses or delivers in connection with the PO, Seller shall notify Opatik Defense and provide a complete and accurate Material Safety Data Sheet prior to first use or delivery. Opatik Defense’s approval of a sample, drawing, specification or performance criteria standard shall not relieve Seller of any of its warranties under this paragraph, including, without limitation, its warranties of merchantability, fitness, and compliance with laws. Seller’s warranties extend to future performance of the goods and services and survive inspection, tests, acceptance, and payment. These warranties are intended to provide Opatik Defense with protection from any and all warranty claims brought against Opatik Defense by its customers, including, without limitation, any customer-required warranties relating to the goods and services or any Opatik Defense products and services into which such goods and services are incorporated. Any such customer-required warranties are incorporated herein by reference, copies of which will be provided to Seller upon written request. The foregoing warranties are in addition to those available to Opatik Defense under applicable law, express or implied.

Indemnification. Seller shall indemnify, defend, and hold harmless Opatik Defense, its customers, and any users of the products or services sold by Opatik Defense, and each of their respective agents, customers, invitees, subsidiaries, affiliates, successors and assigns from and against all claims, suits, actions, liabilities, losses, damages, fees, and expenses arising out of or relating to any (i) breach by Seller of any of the terms and conditions of the PO (including, without limitation, these Terms), (ii) claim that any of the goods or services purchased by Opatik Defense infringe any patent, trademark, copyright or other intellectual property right of any third party anywhere in the world, (iii) any personal injury (including, without limitation, death) or damage to any person or damage to any property alleged to have been caused by the goods or services, by Seller’s manufacture of the goods or performance of the services, or otherwise in connection with Seller’s performance (or failure to so perform) under the PO, or otherwise (iv) negligent or wrongful act or omission of Seller. The indemnification obligations of Seller set forth herein are independent of and in addition to any insurance and warranty obligations of Seller.

Inspections; Audits. Seller shall provide proof of inspection of goods before shipment. All shipments are subject to inspection and approval at destination, and Opatik Defense may reject and refuse acceptance of non-conforming goods at any time. Seller shall reimburse Opatik Defense for the cost of inspection of rejected goods. No inspection, approval, delay or failure to inspect, or failure to discover any defect or non-conformance, shall relieve Seller of any obligations under the PO or impair or waive any right or remedy of Opatik Defense with respect to the goods or Seller’s performance of services. Rejected goods will be returned to Seller at Seller’s risk and expense. Upon reasonable advanced notice to Seller (of at least 24 hours) prior to and following delivery or performance of any goods or services, Opatik Defense and/or its customers may conduct audits at Seller’s facilities, including, without limitation, review of Seller’s books, records, payroll data, receipts, correspondence, and other electronic and non-electronic documents relating to the goods and services, Seller’s obligations under the PO, any payment made to Seller, or any claim made by Opatik Defense or Seller, and access to Seller’s relevant personnel.

Packaging and Labeling. All packaging, wrappers, and containers shall bear Opatik Defense’s PO number as identified on the face of the PO, and shall also bear all markings and labels required by the Federal Hazardous Substance Act. All goods must be packaged and wrapped in accordance with sound commercial practices so as to ensure safe shipment and otherwise protect against damage and deterioration in transit. Imported goods shall be packed with extra care for safe arrival. Seller is responsible for marking all imported goods with country of origin.

Changes. Opatik Defense may at any time, by written notice to Seller, change the PO as to (i) designs or drawings of or specifications for the goods or services, (ii) time or place of delivery or performance (including suspension of scheduled deliveries or performance), (iii) method of packing or shipment, or (iv) quantity of the goods or extent of the services. If this causes a change in Seller’s cost or time of performance, an equitable adjustment may be made in the price or time for delivery or performance, or both, in Opatik Defense’s sole and absolute discretion, if Seller gives Opatik Defense a written request for an adjustment within three (3) business days after Opatik Defense notifies Seller of the change. Seller may not change design, materials, or method of manufacture of any goods ordered, nor any of the terms (including price or delivery schedule) without Opatik Defense’s prior written approval. No charge may be made by Seller for extra work, materials or services except pursuant to written amendment to the PO signed by Opatik Defense.

Suspension or Termination. Opatik Defense may, at its option and in its sole discretion, suspend the performance of or terminate the PO, in whole or in part, for any reason or no reason, at any time by written notice to Seller stating the extent and effective date of suspension or termination (which, for avoidance of doubt, may be immediate). Upon receipt of the notice, Seller shall, unless otherwise directed by Opatik Defense, immediately stop work and acquisition of materials under the PO. Not later than fifteen (15) days after the effective date of suspension or termination, Seller may submit to Opatik Defense its claim, if any, for reasonable compensation. Opatik Defense shall have the right to audit and inspect Seller’s books, records, and other documents relating to the claim. If the parties cannot agree within a reasonable time upon the amount of fair compensation, Opatik Defense will pay to Seller, without duplication, (i) the PO price for finished goods or services completed, delivered, and finally accepted in accordance with the provisions of the PO (including, without limitation, these Terms) but not previously paid for and (ii) the actual and verifiable costs incurred by Seller and properly allocable or apportionable under recognized commercial accounting practices to the terminated portion of the PO, but not to exceed the contract price for the terminated portion of the PO, less any payments made by Opatik Defense or opportunity for Seller to resell or reuse such goods within one (1) year. Notwithstanding the foregoing, Opatik Defense shall not be liable for any suspension or termination resulting solely from strike, lockout, riot, war, insurrection, fire, flood, act of God, or other cause beyond Opatik Defense’s control. These amounts will be payable after Seller delivers to Opatik Defense any completed goods. Suspension or termination under this paragraph shall not impair Opatik Defense’s rights or Seller’s obligations under the PO (including, without limitation, these Terms). Seller may terminate the PO only for non-payment by Opatik Defense and then only if (a) the amounts are material in amount and more than sixty (60) days past due, (b) Seller first provides Opatik Defense written notice specifying (I) the amounts which are past due (together with the relevant PO number(s) and invoices number(s)) and (II) Seller’s intent to terminate the PO if the past due amount is not promptly paid, and (c) Opatik Defense, within thirty (30) days of such notice, does not either pay the past due amounts or notify Seller that the amounts claimed are disputed. Upon any termination, Seller will cooperate reasonably and in good faith with Opatik Defense as requested to transition Opatik Defense to an alternate supply.

Remedies. The rights and remedies reserved to Opatik Defense herein are cumulative with and in addition to all other legal or equitable remedies available to Opatik Defense under the PO, these Terms or applicable law. Without otherwise limiting such rights and remedies, Opatik Defense may, at its option, (i) return nonconforming goods to Seller, at Seller’s risk and expense, and require Seller, also at Opatik Defense’s option, either to give Opatik Defense full credit against the price otherwise chargeable or immediate refund of all amounts paid, or promptly to repair or replace the goods at Seller’s risk and expense; (ii) retain the goods and set off losses against any amount due Seller; or (iii) repair or replace the goods and charge Seller with the expense. In addition to Opatik Defense’s rights set out herein, for avoidance of doubt, Opatik Defense has all of the other rights and remedies that the law gives to buyers, including the right to recover special, incidental, consequential, indirect or other damages resulting from any breach by Seller, including, without limitation, any costs, expenses, and losses incurred directly or indirectly by Opatik Defense or its customers (including, without limitation, the costs of inspection, sorting, storage, rework, repair, replacement, recall or other corrective service actions, and any personal injury (including, without limitation, death) or property damage caused by such breach or any non-conforming goods or services. Opatik Defense shall not lose any right just because it does not exercise it. In any action brought by Opatik Defense to enforce Seller’s obligations in connection herewith, Seller acknowledges and agrees that monetary damages are not a sufficient remedy, and Opatik Defense shall be entitled to specific performance and injunctive equitable relief as a remedy for any breach (without the necessity of showing damages or posting bond), plus Opatik Defense’s actual attorneys’ fees and other professional fees. Opatik Defense shall have the full statutory period of limitations to bring any action arising out of Opatik Defense’s agreement with Seller. A reasonable time for Opatik Defense to notify Seller of any breach is not less than two (2) years from when Opatik Defense discovers the breach.

Government Contracts. If the goods or services covered by the PO are to be sold, used or otherwise incorporated into products or services by Opatik Defense in connection with a contract with the United States or other government, whether directly or indirectly through another provider, then all terms and conditions (“Government Terms”) required by the government contract or by applicable law or regulations to be included in any contract formed pursuant to the PO, or that may be otherwise applicable to Opatik Defense from time to time, are hereby automatically incorporated in the PO by reference as if fully set forth therein. Opatik Defense may, from time to time, in its sole discretion, provide Seller with information regarding applicable Government Terms, but, in any event, Seller shall be responsible for ascertaining any Government Terms that may affect Seller’s obligations under the PO. If any provision of the PO is inconsistent with any Government Terms, the Government Terms will control.

Insurance. Seller shall maintain insurance coverages (including, without limitation, commercial general liability, worker’s compensation, business interruption, and professional liability insurance, without cyber exlusions) that will fully protect both Seller and Opatik Defense and its customers from any and all claims and liabilities of any kind or nature for property damage, personal injury, death, or economic damage that shall arise from the goods or their use or the performance of the services or any activities connected with the services. All insurance required by this paragraph shall be in amounts and coverages, and shall be issued by insurers (having a minimum AM Best rating of A VII or the equivalent), reasonably satisfactory to Opatik Defense. Upon request, Seller shall furnish Opatik Defense with certificates evidencing required insurance. Seller’s insurance is primary and non-contributory and will include a waiver of subrogation in favor of Opatik Defense. If written on a claims made form, coverage must be maintained for at least three (3) years following termination or expiration of the PO.

Prepayment. If Opatik Defense pays any part of the purchase price of the goods or services before delivery or performance: (i) title (but not risk of loss) to each item of the goods shall pass to Opatik Defense upon identification of the item to the PO; (ii) to the extent necessary to protect Opatik Defense’s title to the goods, Seller grants Opatik Defense a security interest in the goods to secure Seller’s obligation to deliver them to Opatik Defense and all of Seller’s other present and future obligations to Opatik Defense; and (iii) Seller shall take all actions necessary or appropriate to perfect such security interest and give it priority over the security interests or liens of any other persons.

Work on Premises. If performance of services or delivery or installation of goods by Seller involves operations by its employees or subcontractors on the premises of Opatik Defense or its customer, (i) Seller shall at all times enforce strict discipline and maintain good order among all persons engaged in the activity on the premises and shall cause them to comply with all fire prevention and safety rules and regulations in force at the premises, and (ii) Seller shall keep the premises free from accumulation of waste materials and rubbish caused by its employees or subcontractors and upon completion shall promptly remove all of Seller’s equipment and surplus materials.

Services; Malicious Code. If the PO covers services, (i) Seller represents and agrees that it is an independent contractor, and that neither Seller nor any of Seller’s employees or agents shall be considered agents or employees of Opatik Defense, and (ii) Seller shall furnish, at Seller’s expense, all labor, materials, equipment, transportation, facilities and other items necessary to perform the services. Seller further represents and warrants such services shall be performed in accordance with the highest standards of professional and ethical competences and integrity in Seller’s industry by individuals with the necessary knowledge, skill, expertise, and training in a diligent, workmanlike, prompt, and professional manner. Seller shall provide reasonable access to the persons performing services and promptly replace any such person Opatik Defense determines is unfit or unsatisfactory. Seller will promptly notify Opatik Defense if any intellectual property, including, without limitation, discoveries, improvements, inventions, creations, writings, product designs, prototypes, specifications, drawings or other works that Seller conceives, reduces to practice, makes or otherwise creates in connection with the performance of services, and such intellectual property will constitute deliverables owned by Opatik Defense. Seller will use standard industry best practices to ensure that no malicious code is directly or indirectly provided, delivered or transmitted to Opatik Defense through any goods, services, software, hardware or any other mode. As used herein, “malicious code” means any code which is designed to harm, or otherwise disrupt in any unauthorized manner, the operation of a person’s network or computer programs or systems (whether owned, leased, rented or otherwise hosted), or destroy or damage a person’s data in an unauthorized manner.

Assignment; Other Terms.Seller may not assign the PO or delegate any of its obligations thereunder without the prior written consent of Opatik Defense. Any material change in the direct or indirect ownership or control of Seller, any merger or consolidation directly or indirectly involving Seller, or any other substantial change in Seller’s organization shall constitute an assignment (or delegation of obligations) for purposes of this paragraph. The PO shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Any purported assignment or delegation of obligations in violation of this paragraph, whether voluntary or involuntary (including, without limitation, by operation of law), is void. Seller may in no event recover special, incidental, consequential, indirect or other damages for any alleged breach by Opatik Defense. Seller may not delegate or subcontract any of its obligations under the PO without Opatik Defense’s written consent. Opatik Defense may deduct from, and set off against, any amounts at any time owing to Seller under the PO any debts, liabilities, or other obligations of any description then owing to Opatik Defense by Seller whether under the PO or otherwise. If at any time Opatik Defense has reasonable grounds for insecurity as to Seller’s performance, Seller shall provide adequate assurance of due performance within ten (10) business days after demand by Opatik Defense, which shall be considered to be a reasonable time. The PO (including, without limitation, these Terms) shall be interpreted in all respects as if any invalid or unenforceable provision were reformed or omitted, as the case may be, but only to the extent necessary to comply with applicable law, and all provisions shall be enforced to the full extent permitted by applicable law. Any waiver by either party of any provision hereof must be in writing signed by such party and shall not be construed as a waiver of any other provision hereof, nor shall such waiver be construed as a waiver of such provision with respect to any other event or circumstance, whether past, present or future. All headings are for convenience only and shall not be construed as a limitation of the scope of the particular paragraphs to which they refer. The obligations of Seller to Opatik Defense, including, without limitation, warranty and indemnification obligations shall survive any expiration or termination of the PO, except as otherwise expressly provided in the PO.

Confidentiality; Publicity. Seller shall at all times maintain the confidentiality of any and all non-public, confidential or proprietary information or data of, relating to, or provided by Opatik Defense or its representatives or affiliates, including, without limitation, the existence of the PO, any technical specifications, data, drawings, designs, know-how engineering data, pricing and other financial information (including quotations), customer, distributor, and supplier lists, and Opatik Defense or its affiliates’ businesses, budgets, forecasts, models, marketing, sales, research and development and other commercial plans and strategies, and any proposals made to or received from prospective customers or suppliers (collectively, “Proprietary Materials”). Such Proprietary Materials shall at all times remain the property of Opatik Defense and shall be deemed to have been furnished or otherwise made available to Seller in confidence and solely in connection with Seller’s obligations under the PO (including, without limitation, these Terms). Seller shall not disclose the Proprietary Materials to any third party or use the Proprietary Materials for any purpose other than as strictly necessary to perform Seller’s obligations under the Agreement. Seller shall limit access to the Proprietary Materials to those of its employees and agents who have a need to know such information in order to perform its obligations and only permit access to such employees and agents that are bound by confidentiality and non-use obligations at least as restrictive as those contained in the Agreement. Upon expiration or termination of the PO for any reason, or otherwise at Opatik Defense’s request, Seller shall immediately deliver to Opatik Defense or physically destroy and certify said destruction all written documentation, including copies, of or concerning such Proprietary Materials, shall make no further use thereof, and shall make reasonable efforts to ensure that no further use thereof is made by Seller’s employees and agents. The foregoing shall not prevent Seller from disclosing Proprietary Materials to the extent required by applicable law or a valid order issued by a court or government agency of competent jurisdiction, provided that Seller provides to Opatik Defense prompt written notice of such requirement so as to permit Opatik Defense to seek an appropriate protective order to prevent disclosure of all or part of such Proprietary Materials and Seller reasonably cooperates with Opatik Defense in obtaining such protective order, and provided further that Seller will disclose only that portion of the Proprietary Materials that it is legally required to disclose and will make reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Proprietary Materials. For the avoidance of doubt, Seller’s obligations under this paragraph shall survive the expiration or termination of the PO. Seller will not advertise, publish or disclose to any third party (other than to Seller’s professional advisors, on a confidential and need-to-know basis) in any manner the fact that Seller has contracted to furnish Opatik Defense goods or services covered by the PO or any terms of the PO, or use any trademarks or trade names of Opatik Defense in any press release, advertising or promotional materials.

Force Majeure.If either party is unable to perform as a result of an event or occurrence beyond the reasonable control of such party and without such party’s fault or negligence, then any delay or failure to perform under the PO that results solely and directly from such event or occurrence will be excused for only so long as such event or occurrence continues so long as the affected party gives written notice the delay to the other party as soon as practicable after the event or occurrence but in no event more than two (2) days thereafter (together with all information reasonably necessary to understand and verify the same, and an estimate of the duration thereof). Force majeure events and occurrences are strictly limited to fires, floods, natural disasters, acts of war, civil riots, or pandemics or epidemics officially declared by the World Health Organization. During any delay or failure to perform by Seller, Opatik Defense may (a) purchase substitute goods and services from other available sources and reduce its order quantities, with Seller reimbursing Opatik Defense for any additional costs to Opatik Defense for such substitutes and/or (b) have Seller provide substitute goods and services from other available sources as it directs.

Notices. Any notice, communication or statement required or permitted to be given hereunder shall be in writing and deemed to have been sufficiently given when delivered in person or by registered or certified mail, postage prepaid, return receipt requested, or by overnight courier service, addressed to the address of the party specified on the face of the PO.

Amendments. No modification, alteration or amendment of the PO (including, without limitation, these Terms) shall be binding upon the parties unless contained in a writing signed by a duly authorized agent for each party and specifically referring hereto or thereto.

Applicable Law. The PO shall be governed by and construed in accordance with the laws of the State of Michigan, excluding any choice of law provisions that would require application of any other law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the PO. Each party agrees that the forum and venue for any legal or equitable action or proceeding arising out of, or in connection with, the PO, will lie in the Federal District Court for the Eastern District of Michigan or, for state court, in Oakland County Circuit Court in the State of Michigan, and each party specifically waives any and all objections to such jurisdiction and venue.