Further References - to be used with all vendors & suppliers:

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1. DEFINITIONS: As used throughout these Terms and Conditions of Purchase (hereinafter “Terms and Conditions”) and any other contract, purchase agreement or purchase order referencing these Terms and Conditions, the following definitions apply unless the context requires otherwise.

a) “Buyer” means MeND Sourcing Solutions LLC (“MEND”) or the MEND affiliate, subsidiary, successor, or assign that issues a Purchase Order referencing these Terms and Conditions.

b) “Supplier” means the person, firm, or company to whom the Purchase Order is addressed on the face sheets of the Purchase Order.

c) “Components” means all goods and services or any parts thereof to be supplied under the Purchase Order provided by MeND Sourcing Solutions. As used herein, the definition of Components shall include services, as the context requires.

d) “Purchase Order” means the contract arising between Buyer and Supplier for the supply of Components including all instructions, documents, specifications, and drawings (if any) referenced therein. Where the context permits, the term Purchase Order shall include the applicable purchase agreement or other agreement that may reference these Terms and Conditions.

2. ENTIRE AGREEMENT: The Purchase Order and these Terms and Conditions, when accepted by Supplier’s written acknowledgment, in any form, or commencement of performance or the indication thereof, represent the complete and exclusive agreement between Buyer and Supplier for the Components, superseding all oral or written prior agreements and all other communications between Buyer and Supplier relating to the subject matter of the Purchase Order. No change in, modification of, or revision to the Purchase Order or these Terms and Conditions shall be valid unless in writing and signed by an authorized representative of Buyer’s Purchasing Department. In the event of any conflict between these Terms and Conditions and any term or condition on the face sheets of the Purchase Order, the Terms and Conditions on the face sheets of the Purchase Order shall control.

3. ACCEPTANCE: The Purchase Order and these Terms and Conditions are Buyer’s offer to Supplier. Any acceptance of the Purchase Order is expressly limited to acceptance of the terms of the Purchase Order and these Terms and Conditions. Any additional or different terms, which may be contained in any documents furnished by Supplier, including those in any acknowledgment or invoice, are deemed material and Buyer hereby objects to and rejects them. Any of the following Supplier acts shall constitute acceptance: (i) acknowledgment of the Purchase Order; (ii) commencement of performance; (iii) informing Buyer of commencement; or (iv) shipping of any Components in performance of the Purchase Order.

4. DELIVERY AND DELAYS: Time is of the essence in Supplier’s performance of a Purchase Order. Supplier shall deliver in accordance with the lead time set forth in the Purchase Order. Delivery terms shall be as provided on the face sheets. Title and risk of loss shall pass from Supplier to Buyer upon receipt of the Components to Buyer’s facility address identified on the face sheet of the Purchase Order. If delivery terms are not provided on the face sheets of the Purchase Order, delivery shall be Delivered Duty Paid (DDP Incoterms (2010)) destination to Buyer’s facility address identified on the face sheets of the Purchase Order. Buyer bases its schedules upon Supplier’s representation that Supplier will deliver the Components to Buyer by the dates specified on the face sheets of the Purchase Order. Buyer may delay receipt of firm Purchase Order or cancel the Purchase Order, without cost, provided that Buyer provides Supplier with written notice at least ten (10) days prior to the anticipated delivery date. Buyer’s acceptance of delinquent deliveries shall not be deemed a waiver by Buyer of its right to cancel the Purchase Order, or to refuse to accept further deliveries. As soon as Supplier determines that a delivery date cannot be met as per the Purchase Order, Supplier shall immediately inform Buyer in writing of the cause for such delay and Supplier’s earliest possible delivery date so that Buyer can determine whether to accept Supplier’s proposed new schedule or cancel the order, without cost to the Buyer. Supplier agrees that in the event Components are delinquent to Buyer’s acknowledged Purchase Order, Supplier will grant Buyer first priority for completed Components allocation and shipment. The Supplier holds responsibility for Components that are delayed. In the event a contract is canceled by the end client, Buyer reserves the right to cancel the Purchase Order without cost to Buyer. The above remedies afforded to Buyer shall not be exclusive and Supplier shall indemnify and hold Buyer harmless from and against any and all damages, losses, demands, costs, and expenses arising from claims of third parties due to any breach or default set forth above. Supplier shall comply with any specific shipping instructions issued by Buyer, including assisting Buyer with import documentation and complying with Buyer’s routing guidelines.

5. ADVANCE MANUFACTURING, PROCUREMENT, OR DELIVERY: Supplier shall not, without Buyer’s express prior written consent, manufacture or procure materials in advance of Supplier’s normal lead-time or deliver substantially in advance of schedule. In the event of termination or change, Supplier shall have no claim for any such manufacture or procurement in advance of such normal lead-time unless there has been such prior written consent of Buyer. Components delivered to Buyer substantially in advance of the scheduled delivery date may be returned or postponed, at Buyer’s option, to Supplier at Supplier’s expense subject to re-shipment to Buyer at Supplier’s expense in accordance with the schedule hereon prescribed.

6. PAYMENT: Payment terms shall be as provided on the face sheets of the Purchase Order. If payment terms are not provided on the face sheets of the Purchase Order, all invoices will be paid by Buyer within ninety (90) days of the later of (i) Buyer’s receipt of Supplier’s correct invoice, which includes among other things, Buyer’s Purchase Order number and all necessary and accurate paperwork associated with the Components or (ii) the date of receipt, inspection, and acceptance of the Components so ordered.

7. WARRANTY: In addition to all warranties prescribed by law or given by Supplier, Supplier warrants to Buyer and its customers that all Components furnished hereunder will (i) be free from defects in material and workmanship; (ii) conform to the applicable drawings, designs, samples, and specifications under the contract number listed on the Purchase Order; (iii) meet all functional performance requirements; (iv) meet all of the requirements of the Purchase Order; and (v) be free from design defects. Unless otherwise specified in the Purchase Order, the Components shall be (i) new and not used or reconditioned; (ii) merchantable, and (iii) suitable for the particular purpose or use for which Buyer purchases them. Supplier shall be liable for Buyer's actual costs, expenses, and damages related to or arising from the Components not conforming to warranty requirements set forth in the Purchase Order and herein. The warranty shall survive any inspection, delivery, acceptance, or payment by Buyer of the Components and are in addition to all other warranties available at law or equity. In addition to any other remedies which may be available at law, Buyer, at its option for 24 months after delivery, may return to Supplier any nonconforming or defective Components, or require timely correction or replacement of the Components, and Supplier shall bear full responsibility for risk of loss or damage and full transportation charges. If Buyer does not require correction or replacement of nonconforming or defective Components, Supplier shall remit such portion of the contract price or such additional amount as is equitable under the circumstances.

8. MATERIALS, TOOLS, EQUIPMENT, AND FACILITIES: a) Supplier shall furnish all materials, tools, and equipment necessary for it to fulfill the Purchase Order (“Equipment”). Supplier represents that it now has, or can readily procure without assistance from Buyer, all Equipment and the facilities necessary for the performance of the Purchase Order.​

b) Any Equipment or facilities furnished to Supplier by or on behalf of Buyer or purchased by Buyer from Supplier (by a separate Purchase Order or as an item under the Purchase Order) for use in connection with the performance by Supplier hereunder and any improvements thereto or replacements thereof shall be held by Supplier as Buyer’s property and shall not be used by Supplier except for the sole purpose of Supplier’s performance under the Purchase Order. Supplier shall account for all Equipment so furnished to Supplier and/or purchased by Buyer. Buyer does not warrant any aspect of the Equipment. If requested by Buyer, Supplier shall execute a bailment agreement in a format acceptable to Buyer evidencing Buyer’s ownership of the Equipment. Supplier may not deliver custody of any Equipment to any person or entity other than Buyer without Buyer’s prior written permission. Buyer may enter Supplier’s premises at any reasonable time to inspect the Equipment and Supplier’s records with respect thereto.

c) All of said furnished and/or purchased Equipment and facilities held by Supplier for use by Supplier in connection with performance under the Purchase Order shall be satisfactorily marked, segregated, or otherwise clearly identified by Supplier as property of Buyer and/or others (as the circumstances may require). Supplier shall keep such Equipment in good condition and repair and shall be returned by Supplier, at Buyer’s request, and at Supplier’s expense, in as good as a condition as when received except for reasonable wear and tear and except to the extent that such Equipment has been incorporated in Components furnished by Supplier pursuant to the Purchase Order or has been properly consumed in the normal performance of work hereunder. Supplier may not deliver custody of any Equipment to any person or entity other than Buyer without Buyer’s prior written permission. Buyer may enter Supplier’s premises at any reasonable time to inspect the Equipment and Supplier’s records with respect thereto.

d) While in Supplier’s custody and control, all of said furnished and/or purchased Equipment and facilities so held shall be held at Supplier’s risk and Supplier is responsible for paying all personal property taxes that accrue on Equipment in Supplier’s possession. Supplier shall keep such Equipment insured at not less than replacement cost thereof. All such insurance coverage shall provide that payments for loss thereof and damage thereto shall be paid to Buyer. Supplier shall furnish such evidence of insurance as Buyer may require. Supplier shall make no charge for storage, maintenance, or retention of Equipment.

9. PRODUCT SUPPORT: Supplier shall provide ongoing product support, including but not limited to, continuing to manufacture Components in quantities required by Buyer and Buyer’s customers for a period of fifteen (15) years after the last Purchase Order is placed (“Product Support Period”). During the Product Support Period, the Supplier shall not provide Components to any third party, including Buyer’s customers, without Buyer’s prior written consent.

10. INDEMNIFICATION AND INSURANCE: Supplier shall indemnify, defend, and hold harmless Buyer and its affiliates, shareholders, officers, and employees from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses, including but not limited to attorneys’ fees, relating to, arising out of or in connection with (i) Supplier, its employees, agents, subcontractors, and/or lower tier subcontractors performance hereunder, (ii) any act or omission of Supplier, its employees, agents, subcontractors, and/or lower tier subcontractors in the performance hereunder or (iii) any Components supplied by Supplier under the Purchase Order. In the event Supplier, its employees, agents, subcontractors, and/or lower tier subcontractors enter premises occupied by or under the control of Buyer or third parties in the performance of the Purchase Order, Supplier shall indemnify, hold harmless and defend Buyer and its affiliates, shareholders, officers, and employees from any loss, cost, damage, expense or liability by reason of property damage or personal injury, including Supplier’s employees, of any nature or kind whatsoever arising out of, as a result of, or in connection with such performance occasioned in whole or in part by the actions or omissions of Supplier, its employees, agents, subcontractors, and/or lower tier subcontractors. Without in any way limiting the foregoing undertakings, Supplier and its subcontractors and/or lower tier subcontractors shall maintain insurance, naming Buyer as an additional insured, adequate to cover any products liability, public liability, property damage, and automobile liability or any damage incurred in connection with Supplier’s performance of any work on or about Buyer’s premises and shall maintain proper Workmen’s Compensation insurance covering all employees performing the Purchase Order. If requested by Buyer, Supplier will furnish certificates of insurance from its insurance carriers evidencing compliance with the foregoing obligation.

11. DUPLICATION AND USE OF BUYER’S DATA: For this section “Buyer’s Data” means all technical data (including, without limitation, manufacturing, process, test or repair data, know-how, designs, and data describing physical, functional, or performance characteristics), computer software, and all other information and data that (i) has been supplied to Supplier (or any other person) by or on behalf of Buyer, whether transmitted in writing, orally, or otherwise; (ii) Supplier has designed, developed, or created at Buyer’s expense; and (iii) all derivatives of (i) and (ii) that Supplier has designed, developed, or created. Supplier may use Buyer’s Data only in the performance of work for Buyer. Except for articles or designs incorporated in the Components delivered hereunder which originated with Supplier and which may be completely severed from such Components, Supplier shall not, either during the performance of the Purchase Order or thereafter (i) reproduce or manufacture any Components called for hereunder or any part thereof for any third parties utilizing Buyer’s Data except in the performance of Purchase Orders for Buyer or (ii) disclose any Buyer’s Data without first obtaining Buyer’s written consent. Upon Buyer’s request, Supplier shall return all Buyer’s Data and any copies thereof to Buyer. If with Buyer’s written consent, Buyer’s Data is furnished to Supplier’s suppliers or subcontractors for use in the performance of the Purchase Order, Supplier shall (i) insert the substance of this provision in its orders with its suppliers and subcontractors and (ii) remain responsible hereunder for any breach by such supplier or subcontractor.

12. SUPPLIER’S DISCLOSURES: All unpatented ideas, information, design devices, prints, drawings, and technical information concerning Supplier’s products, methods, or manufacturing processes which Supplier discloses or furnishes to Buyer in connection with the Purchase Order shall be, except only to the extent as may be otherwise specifically agreed to in a written nondisclosure agreement signed by the authorized representatives of Buyer and Supplier, deemed to have been disclosed or furnished as part of the consideration for the Purchase Order and Supplier agrees not to assert any claims by reason of the use, duplication or disclosure thereof by Buyer and or its successors, assigns or customers. Buyer and its successors and assigns may subject all Components ordered herein to further manufacture, combine them with other articles, sell or put them to any use whatsoever, and Supplier may make no claim for royalties or additional compensation due to such manufacture, combination, sale or use.

13. ASSIGNMENT: No assignment of the Purchase Order, or any duty or right under it, shall be binding upon Buyer unless Supplier first obtains Buyer’s written consent to such assignment. Any attempt to assign or delegate in violation of this section shall be void.

14. SUBCONTRACTING: Without the prior written consent of Buyer, Supplier shall not subcontract for procurement of all, or any number of the Components covered by the Purchase Order in completed or substantially completed form. Supplier will be responsible for the performance of its subcontractors and suppliers and any breach or default of any provision of the Purchase Order by any of them shall be deemed a breach or default by Supplier.

15. TERMINATION: a) Termination for Convenience. Buyer may terminate, for its convenience, the Purchase Order, in whole or in part, by providing written notice to Supplier. Upon receipt of such notice, Supplier shall (i) immediately discontinue all work with respect to that portion of the Purchase Order terminated by Buyer; (ii) place no additional orders or subcontracts for materials or services as to that part of the work terminated; and (iii) take such other reasonable action as may reduce any termination costs due Supplier. In the event Buyer terminates for convenience any Purchase Order, in whole or in part, Supplier may submit a written claim, within ten (10) days of termination, which shall be limited to (i) an amount equal to or less than the aggregate purchase price of all Components completed prior to the termination within the established lead-times set by Buyer’s delivery schedule, and (ii) Supplier’s raw materials, work in process, supplies and other material costs (excluding overhead and profit) incurred in the production of any uncompleted Components scheduled for delivery within the established lead-times; provided that such costs under (i) and (ii) cannot be allocated by Supplier to other work. In no event shall termination costs exceed the total purchase price of the Components terminated by Buyer. In the event of any Purchase Order that is passed the original delivery date of the Components, the Supplier waives all claims for compensation from the above.

b) Termination for Default. Buyer, by written notice, may terminate the Purchase Order for default if Supplier fails to (i) comply with any of the terms of the Purchase Order or these Terms and Conditions; (ii) make progress so as to endanger the performance of the Purchase Order; or (iii) provide Buyer, upon request, with adequate assurance of future performance within the time period requested by Buyer. If termination for default occurs, the Supplier waives all claims for compensation from items within any section of this clause.​

c) Termination for Insolvency. Buyer may terminate the Purchase Order immediately upon written notice to Supplier if Supplier (i) becomes insolvent; (ii) files a voluntary petition in bankruptcy; (iii) executes an assignment for the benefit of creditors; (iv) is adjudicated as bankrupt or insolvent or a receiver or trustee is appointed for Supplier; or (v) Supplier terminates its existence or ceases to do business. If termination for insolvency occurs, the Supplier waives all claims for compensation from items within any section of this clause.​

​d) Remedies Upon Termination for Default or Insolvency. Any termination for default or insolvency shall be without liability to Buyer except for completed Components already delivered and accepted by Buyer prior to such termination. Unless otherwise agreed to in writing by Buyer, any termination of the Purchase Order for Default or Insolvency shall operate as a cancellation of the entire undelivered portions of the Purchase Order, and Buyer shall retain all remedies at law or in equity arising out of the cancellation. Supplier will be liable for all Buyer's actual costs, expenses, and damages caused by or resulting from Supplier’s default including but not limited to excess costs associated with the re-procurement of the Components.​

16. INTELLECTUAL PROPERTY: All designs, prototypes, samples, models, patterns, improvements, devices, products, technical information, bills of materials, and drawings (whether or not patentable) (collectively, “Work Products”) arising or in connection with a Purchase Order (including the performance of and preparation for the Purchase Order), and created and developed either (i) jointly by both Supplier and Buyer, (ii) by Supplier or the employees of Supplier or (iii) by Buyer or the employees of Buyer, and all patents, copyrights, trade secret rights and other intellectual property rights related thereto, will be the exclusive property of Buyer. Upon Buyer’s request, Supplier shall make such Work Products available to Buyer within ten (10) days of Buyer’s request.

17. OBSOLESCENCE MANAGEMENT: Supplier will proactively monitor all items and material used in the manufacture of the Components for impending obsolescence issues due to Components that have or will be taken out of production or the use of which has been announced as being or to be restricted or forbidden by a regulatory agency. Supplier agrees to provide Buyer with immediate notice of any potential obsolescence issue known to the Supplier with such notice to include the reason for obsolescence, estimated date the item/Component will no longer be available, any proposed alternatives, and a last-time buy opportunity at then-current pricing for such item/Component. Such notice shall be provided to Buyer at least six (6) months prior to the anticipated obsolescence date. In addition, Supplier shall provide Buyer with a replacement item/Component which has design parameters and specification documentation that is fully consistent with the obsolete items/Components’ then-current design parameters and requirements documents within twelve (12) months prior to ending Supplier’s production of the Component.

18. STATUS AS INDEPENDENT CONTRACTOR: Supplier is an independent contractor and while performing work on or off Buyer’s premises, neither it nor any of its agents or employees shall be considered agents or employees of Buyer.

19. LABOR DISPUTE: Whenever any actual or potential labor dispute delays or threatens to delay the timely performance of the Purchase Order, Supplier shall immediately give written notice thereof to Buyer. Supplier shall insert the substance of this provision in its orders with its suppliers.

20. NON-WAIVER AND REMEDIES: Any and all failure, delay, or forbearance of Buyer insisting upon or enforcing at any time or times, any of the provisions of the Purchase Order, or to exercise any rights or remedies under the Purchase Order shall not be construed as a waiver or relinquishment of any such provisions, rights or remedies in those or any other instances, rather the same shall be and remain in full force and effect. The remedies herein reserved unto Buyer shall be cumulative and additional to any other remedies in law and equity.

21. GOVERNING LAW: The Purchase Order and the contract between the parties evidenced hereby shall be deemed made in the State specified in the address of Buyer identified on the face sheets of the Purchase Order and any action arising out of or related thereto, including tort claims, shall be construed and interpreted solely in accordance with the laws of such State disregarding any conflict of law provisions that may require the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto shall not apply. Venue and jurisdiction for all legal proceedings of any kind or nature brought to enforce any provisions of these Terms and Conditions or the Purchase Order shall also lie within the state and county from which Buyer issued the Purchase Order. Pending any prosecution, appeal, or final decision of any dispute, or the settlement of any dispute arising under the Purchase Order or these Terms and Conditions, Supplier shall proceed diligently, as directed by Buyer, with the performance of the Purchase Order. In no event shall Supplier commence any action arising out of the Purchase Order or the contract between the parties later than one year after the cause of action has accrued.

22. COMPLIANCE WITH LAW: a) Supplier warrants that the performance of any work pursuant to the Purchase Order is and shall, in all respects be in strict compliance with all laws, rules, regulations, ordinances, proclamations, demands, directives, or other legal requirements that now govern, or may hereafter govern the manufacture, sale or delivery of the Components contemplated by the Purchase Order including but not limited to any applicable laws relating to basic working conditions and human rights, slavery or human trafficking. Supplier represents that it will not furnish or supply "counterfeit goods" to Buyer including but not limited to the Components or materials or sub-components of Components. Supplier’s violation of any applicable laws relating to basic working conditions and human rights, including laws regarding slavery and human trafficking, applicable to Supplier’s performance of work pursuant to the Purchase Order, shall be deemed a material breach of the Purchase Order giving Buyer the right to cancel any undelivered portions of the Purchase Orders for cause and Buyer may also exercise any other rights it may have at law, equity or under these Terms and Conditions for Supplier’s breach. Supplier agrees upon request to furnish Buyer with a certificate of compliance relating to any such laws and regulations in such form as Buyer may require. Supplier agrees to indemnify and hold Buyer harmless from any liability arising from any failure of Supplier to comply with such laws and regulations. Supplier agrees to obtain all necessary permits and licenses at its expense. In the event of receiving counterfeit parts. MEND will not pay the invoice for the receipt of counterfeit parts, nor will the parts be returned to Supplier.

b) In performing the obligations of this Agreement, Supplier will comply with all applicable export, import, and sanctions laws, regulations, orders, and authorizations, as they may be amended from time to time, applicable to the export (including re-export) or import of goods, software, technology, technical data or services, including without limitation the United States Export Administration Regulations (“EAR”), the United States International Traffic in Arms Regulations (“ITAR”), the United States Foreign Corrupt Practice Act, the United States Arms Export Control Act and regulations and orders administered by the United States Treasury Department’s Office of Foreign Assets Control (collectively, “Export/Import Laws”).

c) Supplier shall obtain all export or import authorizations, permits, and licenses at its expense, which are required under the Export/Import Laws to execute its obligations under the Purchase Order. Supplier shall at its own expense to support Buyer in obtaining any necessary licenses or authorizations required to perform its obligations under the Purchase Order. Support shall include providing reasonably necessary documentation, including import, end-user, and retransfer certificates.​

d) Supplier shall, upon request, notify Buyer of the export classification (e.g., the Export Control Classification Numbers (“ECCN”), Harmonized Tariff Schedule (“HTS”) code or U.S. Munitions List (“USML”) category and subcategory) for such goods, software, technology, technical data or services as well as the export classification of any components or parts thereof if they are different from the export classification of the goods, software, technology, technical data or services at issue. Supplier acknowledges that this representation means that an official capable of binding the party providing such goods, software, technology, technical data or services knows or has otherwise determined the proper export classification.

e) If Supplier delivers Components to Buyer that are shipped directly to Buyer where Buyer is the importer of record into the United States and its insular possessions, Supplier agrees to, upon request, complete Buyer’s Customs-Trade Partnership Against Terrorism (“C-TPAT”) Security Self-Assessment Questionnaire.​

f) In addition, Supplier shall comply with all applicable country laws relating to anti-corruption or anti-bribery, including but not limited to (i) the requirements of the Foreign Corrupt Practices Act, as amended, (FCPA) (15 U.S.C. §§78dd-1, et. seq.), regardless of whether Supplier is within the jurisdiction of the United States; (ii) the United Kingdom’s Bribery Act 2010 (the “Bribery Act”); and (iii) legislation implementing the Organization for Economic Co-operation and Development “Convention on Combating Bribery of Foreign Public Officials in International Business Transactions” (the “OECD Convention”) or other anti-corruption/anti-bribery convention. In addition, Supplier shall neither directly nor indirectly, pay, offer, give, or promise to pay or give, any portion of monies or anything of value received from Buyer to a non-U.S. public official or any person in violation of the FCPA and/or in violation of any applicable country laws relating to anti-corruption or anti-bribery.

g) Supplier shall disclose to Buyer any “conflict minerals” (as defined in Section 1502 of the Dodd–Frank Wall Street Reform and Consumer Protection Act and the SEC rules implementing the requirements of Section 1502 (collectively, the “Conflict Minerals Rules”)) that are contained in the Components prior to delivering such Components to Buyer. If any of the Components contain conflict minerals, Supplier shall, at Buyer’s request, cooperate in good faith and provide sufficient information to enable Buyer to conduct a “reasonable country of origin inquiry” regarding these conflict minerals in a manner that satisfies Buyer’s obligations under the Conflict Minerals Rules and, in the event that the conflict minerals contained therein come from the “Covered Countries” (as defined in the Conflict Minerals Rules), Supplier shall cooperate in good faith and provide sufficient information to enable Buyer to conduct the due diligence investigation required under the Conflict Minerals Rules and to provide the necessary information in a conflict minerals report required under the Conflict Minerals Rules. In addition to these specific inquiries, Supplier shall cooperate in good faith and provide all information that is reasonably requested by Buyer in connection with its compliance with the Conflict Mineral Rules. As a material condition of this Agreement, Supplier agrees that it shall only source conflict minerals contained in Components from “DRC conflict-free” sources (as defined in the Conflict Minerals Rules). Notwithstanding anything in this Agreement to the contrary, unless Buyer is satisfied, in its sole discretion, that conflict minerals contained in the Components are DRC conflict-free, Buyer shall have the right to reject such Components and seek alternative sources and cover damages for such Components.

h) If a Purchase Order is for a contract or subcontract with the U.S. government, then the following applies: “The Equal Employment Opportunity clauses in Section 202 of Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, and Section 4212 of the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended, 29 CFR Part 471, Appendix A to Subpart A (EO13496), and the implementing rules and regulations of the Office of Federal Contract Compliance Programs (41 CFR, Chapter 60) are incorporated herein. This contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a) and 41 CFR 60- 741.5(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities, and to treat qualified individuals without discrimination on the basis of their physical or mental disability.”

i) Supplier warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities to Buyer's employees, agents, or representatives or any gratuity or political contribution to any Government officials or political party with a view toward securing the Purchase Order or securing favorable treatment.

23. ENVIRONMENT, HEALTH, AND SAFETY REQUIREMENTS: a) Supplier warrants that, except as agreed in writing by Buyer, none of the chemical substances constituting or contained in the Components sold or otherwise transferred to Buyer under the Purchase Order are (i) “Hazardous Substances” as defined in the United States Comprehensive Environmental Response, Compensation And Liability Act (“CERCLA”), (ii) substances included in Annex XIV of the European Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorization, and Restriction of Chemicals (“REACH”) or (iii) on the “Candidate List” in a concentration greater than 0.1% by weight as defined by the European Chemicals Agency (“ECHA”), all as modified from time to time.

b) Supplier acknowledges and agrees that the “Hazardous Substances” and substances on the “Candidate List” or Annex XIV of REACH, as well as associated requirements, are evolving and Supplier undertakes to (i) regularly monitor relevant data sources, (ii) use its best efforts to meet future requirements.

c) Supplier shall not deliver Components to Buyer that contain any substances banned or requiring authorization under applicable laws, rules, or regulations nor Components infringing a (pre-) registration requirement or a restriction under REACH.

d) Supplier shall comply with all applicable requirements of REACH and fully cooperate with Buyer to enable the latter to fulfill all obligations under REACH, the European Regulation No 1272/2008 on classification, labeling, and packaging of substances and mixtures (“CLP”) and any related national legislation and requirements of relevant competent authorities.

e) Supplier agrees to indemnify and hold Buyer harmless from any Losses arising from any failure of the Components from complying with the above requirements or applicable laws, rules, and regulations.​

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f) The packaging, labeling, and shipping of all Components containing or comprising hazardous substances must conform to all applicable laws and regulations, including the CLP. In addition to the application of proper shipping labels on the outside container, each container of hazardous substances, mixtures, and/or articles shall be marked with the appropriate label in accordance with all applicable laws, rules, and regulations relating to hazardous substances, mixtures, and/or articles. Supplier shall supply Buyer with any and all required safety data sheets (“SDS”) as well as all data and information required to allow the fulfillment of classification, labeling, packaging, and information responsibilities under applicable laws and regulations when requested by Buyer.

24. SEVERABILITY: If any of the Terms and Conditions of purchase herein or the Purchase Order is at any time held to be invalid or unenforceable, such term or condition shall be construed as severable and shall not in any way render invalid or unenforceable the remainder of the Terms and Conditions which shall remain in full force and effect and, in lieu of the invalid or unenforceable provision, there will be added as part of these Terms and Conditions of purchase or the Purchase Order one or more provisions as similar in terms as may be valid and enforceable under applicable law.

25. SURVIVAL: All rights, duties, and obligations which by their nature should apply beyond the term of the Purchase Order will remain in force after Supplier’s completion of the Purchase Order or any termination of performance of the Purchase Order.​

For all Purchase Orders issued by Buyer under or related to contracts with the U.S. Government or subcontracts at any tier under U.S. Government contracts, the following clauses from the Federal Acquisition Regulation ("FAR") and the Department of Defense FAR Supplement ("DFARS") are applicable to and incorporated by reference into all such Purchase Orders. Supplier agrees to flow down all applicable clauses to its suppliers.​

26. Combating Trafficking in MeND's Compliance Plan:

​MeND Sourcing Solutions strictly prohibits its employees and all subcontractors and agents from:

• engaging in severe forms of trafficking in persons;

• procuring commercial sex acts;

• using trafficked labor;

• destroying, concealing, confiscating, or otherwise denying an employee access to the employee's identity or immigration documents, such as passports or driver's licenses, regardless of issuing authority;

• using misleading or fraudulent practices during the recruitment of employees or offering of employment, such as failing to disclose, in a format and language accessible to the employee, basic information or making material misrepresentations during the recruitment of employees regarding the key terms and conditions of employment, including wages and fringe benefits, the location of work, the living conditions, housing, and associated costs (if employer or agent provided or arranged), any significant costs to be charged to the employee, and, if applicable, the hazardous nature of the work

• Using recruiters that do not comply with local labor laws of the country in which the recruiting takes place;

• charging employees recruitment fees (as defined by the FAR);

• failing to pay return transportation costs upon the end of employment, for certain employees who are not nationals of the country in which the work is taking place (with some exceptions as specified under FAR 52.222.50(b)(7));

• Providing or arranging housing that fails to meet the host country's housing and safety standards; and

• If required by law or contract, failing to provide an employment contract, recruitment agreement, or other legally required work document in writing in a language the employee understands, containing a detailed description of the terms and conditions of employment, at least five days before an employee relocates to perform work. All suppliers must comply with 29 CFR Part 570 Regulations of the child labor provisions under the FLSA.