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<br /> FORCE MAJEURE. Except for Customer's duty to pay sums due hereunder, neither party will be liable to the other for any failure to meet its
<br /> obligations due to any Force Majeure Event. As used herein, a "Force Majeure Event" is one that is beyond the reasonable control of the non-
<br /> performing party and may include, but is not limited to: (a) delays or refusals to grant an export license or the suspension or revocation thereof,(b)
<br /> embargoes, blockages, seizure or freeze of assets, or any other acts of any government that would limit a party's ability to perform the Contract,(c)
<br /> fires,earthquakes,floods,tropical storms,hurricanes,tornadoes,severe weather conditions, or any other acts of God, (d)quarantines, pandemics,or
<br /> regional medical crises, (e) labor strikes, lockouts, or pandemic worker shortages, (f) riots, strife, insurrection, civil disobedience, landowner
<br /> disturbances,armed conflict,terrorism or war,declared or not(or impending threat of any of the foregoing,if such threat might reasonably be expected
<br /> to cause injury to people or property),and(g)shortages or inability to obtain materials or components. The party unable to fulfill its obligations due to
<br /> Force Majeure will promptly(i)Notify the other in writing of the reasons for its failure to fulfill its obligations and the effect of such failure;and(ii)Use
<br /> all reasonable efforts to avoid or remove the cause and perform its obligations.
<br /> If a Force Majeure Event results in a delay,then the date of performance will be extended by the period of time that the non-performing party is actually
<br /> delayed or for any other period as the parties may agree in writing. In the event that a Force Majeure Event is ongoing for a period of time which is sixty
<br /> (60)days or longer,USDD may provide notice to Customer that it is cancelling its Order.
<br /> ACCEPTANCE OF TERMS. This proposal shall become a binding contract between the Customer and USDD when accepted in writing by the
<br /> Customer. Without limiting the foregoing,issuance by Customer of a purchase order to USDD for any of the goods or services herein described shall
<br /> constitute acceptance. Any such acceptance shall be with the mutual understanding that these Terms and Conditions of this proposal area part thereof
<br /> with the same effect as though signed by both parties named herein and shall prevail over any inconsistent provision of said order.No waiver,alteration,
<br /> or modification of these terms and conditions shall be binding unless in writing and signed by an authorized representative of USDD.
<br /> SEVERABILITY. In the event any provision or portion of a provision herein is determined to be illegal, invalid, or unenforceable,the validity and
<br /> enforceability of the remaining provisions shall not be affected and,in lieu of such provision, a provision as similar in terms as may be legal,valid,and
<br /> enforceable shall be added hereto.
<br /> WAIVER.The failure of either party to insist upon strict performance of any provision of these Terms and Conditions, or to exercise any right provided
<br /> for herein,shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the
<br /> waiving party to enforce any provision or right herein.
<br /> NO JOINT VENTURE.The parties acknowledge that they are independent entities and nothing contained in these Terms and Conditions shall be
<br /> construed to constitute either party hereto as the partner,joint venturer,employee, agent,servant,franchisee,or other representative of the other party
<br /> hereto,and neither party has the right to bind or obligate the other,except as otherwise provided herein. Furthermore,nothing contained in these Terms
<br /> and Conditions shall be construed to constitute Customer as an exclusive purchaser of the Products in any respect.
<br /> THIS QUOTE SUBJECT TO REVIEW FOR ERRORS AND OMISSIONS.
<br /> PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 18 of 18
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