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PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 18 of 18
<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 are a 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 />DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1
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